Exhibit 10.1


 


Execution Version


 


 






 


Dentsply
International Inc.


 


CHF25,000,000 0.86% Series A Senior Notes
due December 11, 2025


€30,000,000 2.05% Series B Senior Notes
due December 11, 2025


€67,000,000 2.05% Series C Senior Notes
due December 11, 2025


CHF7,500,000 1.02% Series D Senior Notes
due December 11, 2027


€15,000,000 2.24% Series E Senior Notes
due December 11, 2027


€11,000,000 2.05% Series F Senior Notes
due February 19, 2026


€15,000,000 2.05% Series G Senior Notes
due February 19, 2026


€45,000,000 2.45% Series H Senior Notes
due February 19, 2031


CHF58,000,000 1.01% Series I Senior Notes
due August 15, 2026


€40,000,000 2.25% Series J Senior Notes
due August 15, 2026


€66,000,000 2.25% Series K Senior Notes
due August 15, 2026


CHF140,000,000 1.17% Series L Senior Notes
due August 15, 2028


CHF65,000,000 1.33% Series M Senior Notes
due August 15, 2031


 


 






 


Note
Purchase Agreement


 


 






 


Dated
as of December 11, 2015


 


 






 




     


     


    

 


Table
of Contents


 


	 	 	 	Page
	 	 	 
	1.	Authorization
    of Notes	1
	 	 	 
	2.	Sale
    and Purchase of Notes	2
	 	 	 
	3.	Closing	3
	 	 	 	 
	 	3.1.	First Closing	3
	 	3.2.	Second Closing	3
	 	3.3.	Third Closing	4
	 	 	 	 
	4.	Conditions
    to Closing	4
	 	 	 	 
	 	4.1.	Representations and Warranties	4
	 	4.2.	Performance; No Default	5
	 	4.3.	Compliance Certificates	5
	 	4.4.	Opinions of Counsel	5
	 	4.5.	Purchase Permitted By Applicable Law, Etc	5
	 	4.6.	Sale of Other Notes	6
	 	4.7.	Payment of Special Counsel Fees	6
	 	4.8.	Private Placement Number	6
	 	4.9.	Changes in Corporate Structure	6
	 	4.10.	Credit Agreement Amendment	6
	 	4.11.	Funding Instructions	6
	 	4.12.	Proceedings and Documents	6
	 	 	 	 
	5.	Representations
    and Warranties of the Company	7
	 	 	 	 
	 	5.1.	Organization; Power and Authority	7
	 	5.2.	Authorization, Etc	7
	 	5.3.	Disclosure	7
	 	5.4.	Organization and Ownership of Shares of Subsidiaries; Affiliates	8
	 	5.5.	Financial Statements	8
	 	5.6.	Compliance with Laws, Other Instruments, Etc	9
	 	5.7.	Governmental Authorizations, Etc	9
	 	5.8.	Litigation; Observance of Agreements, Statutes and Orders	9
	 	5.9.	Taxes	10
	 	5.10.	Title to Property; Leases	10
	 	5.11.	Licenses, Permits, Etc	10
	 	5.12.	Compliance with ERISA	11
	 	5.13.	Private Offering by the Company	12
	 	5.14.	Use of Proceeds; Margin Regulations	12
	 	5.15.	Existing Debt; Future Liens	12
	 	5.16.	Foreign Assets Control Regulations, Etc	13
	 	5.17.	Status under Certain Statutes	15
	 	5.18.	Environmental Matters	15
	 	5.19.	Notes Rank Pari Passu	15
	 	 	 	 
	6.	Representations
    of the Purchaser	16



 






    	 	i	 



     


    

 


Table
of Contents


(continued)




 


	 	 	 	Page
	 	 	 	 
	 	6.1.	Purchase for Investment	16
	 	6.2.	Accredited Investor	16
	 	6.3.	Source of Funds	16
	 	 	 	 
	7.	Information
    as to Company	18
	 	 	 	 
	 	7.1.	Financial and Business Information	18
	 	7.2.	Officer’s Certificate	20
	 	7.3.	Visitation	21
	 	7.4.	Electronic Delivery	21
	 	 	 	 
	8.	Payment
    of the Notes	22
	 	 	 	 
	 	8.1.	Required Prepayments	22
	 	8.2.	Optional Prepayments with Make-Whole Amount	22
	 	8.3.	Prepayment of Notes Upon Change of Control	23
	 	8.4.	Prepayment of Notes Upon Sale of Assets	24
	 	8.5.	Allocation of Partial Prepayments	24
	 	8.6.	Maturity; Surrender, Etc	24
	 	8.7.	Purchase of Notes	25
	 	8.8.	Prepayment in Connection with a Noteholder Sanctions Event	25
	 	8.9.	Make-Whole Amount	27
	 	8.10.	Swap Breakage	33
	 	 	 	 
	9.	Affirmative
    Covenants	34
	 	 	 	 
	 	9.1.	Compliance with Law	34
	 	9.2.	Insurance	34
	 	9.3.	Maintenance of Properties	35
	 	9.4.	Payment of Taxes and Claims	35
	 	9.5.	Corporate Existence, Etc	35
	 	9.6.	[Reserved.]	35
	 	9.7.	Notes to Rank Pari Passu	35
	 	9.8.	Subsidiary Guarantors	36
	 	9.9.	Books and Records	37
	 	 	 
	10.	Negative
    Covenants	37
	 	 	 	 
	 	10.1.	Financial Covenants	37
	 	10.2.	[Reserved.]	37
	 	10.3.	Limitation on Liens	37
	 	10.4.	Sales of Assets	38
	 	10.5.	Merger and Consolidation	39
	 	10.6.	Transactions with Affiliates	41
	 	10.7.	Terrorism Sanctions Regulations	41
	 	10.8.	Line of Business	42
	 	10.9.	Subsidiary Debt	42



 






    	 	ii	 



     


    

 


Table
of Contents


(continued)




 


	 	 	Page
	 	 	 
	11.	Events
    of Default	43
	 	 	 	 
	12.	Remedies
    on Default, Etc	45
	 	 	 	 
	 	12.1.	Acceleration	45
	 	12.2.	Other Remedies	46
	 	12.3.	Rescission	46
	 	12.4.	No Waivers or Election of Remedies, Expenses, Etc	47
	 	 	 	 
	13.	Registration;
    Exchange; Substitution of Notes	47
	 	 	 	 
	 	13.1.	Registration of Notes	47
	 	13.2.	Transfer and Exchange of Notes	47
	 	13.3.	Replacement of Notes	48
	 	 	 	 
	14.	Payments
    on Notes	48
	 	 	 	 
	 	14.1.	Place of Payment	48
	 	14.2.	Home Office Payment	49
	 	 	 	 
	15.	Expenses,
    Etc	49
	 	 	 	 
	 	15.1.	Transaction Expenses	49
	 	15.2.	Survival	50
	 	 	 	 
	16.	Survival
    of Representations and Warranties; Entire Agreement	50
	 	 	 	 
	17.	Amendment
    and Waiver	50
	 	 	 	 
	 	17.1.	Requirements	50
	 	17.2.	Solicitation of Holders of Notes	51
	 	17.3.	Binding Effect, Etc	52
	 	17.4.	Notes Held by Company, Etc	52
	 	 	 
	18.	Notices	52
	 	 	 
	19.	Reproduction
    of Documents	53
	 	 	 
	20.	Confidential
    Information	53
	 	 	 
	21.	Substitution
    of Purchaser	54
	 	 	 
	22.	Miscellaneous	54
	 	 	 	 
	 	22.1.	Successors and Assigns	54
	 	22.2.	Payments Due on Non-Business Days	55
	 	22.3.	Accounting Terms; GAAP; Pro Forma Calculations	55
	 	22.4.	Severability	56
	 	22.5.	Construction	56
	 	22.6.	Counterparts	56
	 	22.7.	Governing Law	57
	 	22.8.	Jurisdiction and Process; Waiver of Jury Trial	57
	 	22.9.	Obligation to Make Payment in the Applicable Currency	58
	 	22.10.	Principal Amount and Percentage Determination	58
	 	22.11.	Change of Currency	58


 




    	 	iii	 



     


    

 


Schedules & Exhibits


 


	Schedule A	—	Information Relating to Purchasers
	 	 	 
	Schedule B	—	Defined Terms
	 	 	 
	Schedule 5.3	—	Disclosure Materials
	 	 	 
	Schedule 5.4	—	Subsidiaries of the Company, Ownership of Subsidiary Stock, Affiliates
	 	 	 
	Schedule 5.5	—	Financial Statements
	 	 	 
	Schedule 5.15	—	Existing Debt; Consignment Agreements; Unfunded Pension Obligations
	 	 	 
	Schedule 5.16	—	Anti-Money Laundering/Anti-Terrorism Disclosure
	 	 	 
	Schedule 8.9	—	Swapped Notes
	 	 	 
	Schedule 10.3	—	Existing Liens
	 	 	 
	Schedule 10.9	—	Existing Subsidiary Debt
	 	 	 
	Exhibit 1A	—	Form of 0.86% Series A Senior Note
	 	 	 
	Exhibit 1B	—	Form of 2.05% Series B Senior Note
	 	 	 
	Exhibit 1C	—	Form of 2.05% Series C Senior Note
	 	 	 
	Exhibit 1D	—	Form of 1.02% Series D Senior Note
	 	 	 
	Exhibit 1E	—	Form of 2.24% Series E Senior Note
	 	 	 
	Exhibit 1F	—	Form of 2.05% Series F Senior Note
	 	 	 
	Exhibit 1G	—	Form of 2.05% Series G Senior Note
	 	 	 
	Exhibit 1H	—	Form of 2.45% Series H Senior Note
	 	 	 
	Exhibit 1I	—	Form of 1.01% Series I Senior Note
	 	 	 
	Exhibit 1J	—	Form of 2.25% Series J Senior Note
	 	 	 
	Exhibit 1K	—	Form of 2.25% Series K Senior Note
	 	 	 
	Exhibit 1L	—	Form of 1.17% Series L Senior Note
	 	 	 
	Exhibit 1M	—	Form of 1.33% Series M Senior Note
	 	 	 
	Exhibit 4.4(a)	—	Form of Opinion of General Counsel to the Company
	 	 	 
	Exhibit 4.4(b)	—	Form of Opinion of Special Counsel to the Purchasers


 




    	 	iv	 



     


    

 


DENTSPLY International Inc.


World Headquarters


Susquehanna Commerce Center, Suite 60W


221 West Philadelphia Street


York, Pennsylvania 17405


 


CHF25,000,000 0.86% Series A Senior Notes
due December 11, 2025


€30,000,000 2.05% Series B Senior Notes
due December 11, 2025


€67,000,000 2.05% Series C Senior Notes
due December 11, 2025


CHF7,500,000 1.02% Series D Senior Notes
due December 11, 2027


€15,000,000 2.24% Series E Senior Notes
due December 11, 2027


€11,000,000 2.05% Series F Senior Notes
due February 19, 2026


€15,000,000 2.05% Series G Senior Notes
due February 19, 2026


€45,000,000 2.45% Series H Senior Notes
due February 19, 2031


CHF58,000,000 1.01% Series I Senior Notes
due August 15, 2026


€40,000,000 2.25% Series J Senior Notes
due August 15, 2026


€66,000,000 2.25% Series K Senior Notes
due August 15, 2026


CHF140,000,000 1.17% Series L Senior Notes
due August 15, 2028


CHF65,000,000 1.33% Series M Senior Notes
due August 15, 2031


 


Dated as of

December 11, 2015


 


To the Purchasers listed
in


the attached Schedule
A:


 


Ladies and Gentlemen:


 


DENTSPLY International
Inc., a Delaware corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.5, the “Company”),
agrees with each of the Purchasers as follows:


 


1.           Authorization
of Notes. The Company will authorize the issue and sale of the following
Senior Notes:


 


	Issue	 	Series	 	
        Aggregate Principal

        Amount
	 	Interest Rate	 	Maturity Date
	Senior Notes	 	Series A	 	CHF25,000,000	 	0.86%	 	December 11, 2025
	Senior Notes	 	Series B	 	€30,000,000	 	2.05%	 	December 11, 2025
	Senior Notes	 	Series C	 	€67,000,000	 	2.05%	 	December 11, 2025
	Senior Notes	 	Series D	 	CHF7,500,000	 	1.02%	 	December 11, 2027
	Senior Notes	 	Series E	 	€15,000,000	 	2.24%	 	December 11, 2027
	Senior Notes	 	Series F	 	€11,000,000	 	2.05%	 	February 19, 2026
	Senior Notes	 	Series G	 	€15,000,000	 	2.05%	 	February 19, 2026
	Senior Notes	 	Series H	 	€45,000,000	 	2.45%	 	February 19, 2031
	Senior Notes	 	Series I	 	CHF58,000,000	 	1.01%	 	August 15, 2026
	Senior Notes	 	Series J	 	€40,000,000	 	2.25%	 	August 15, 2026
	Senior Notes	 	Series K	 	€66,000,000	 	2.25%	 	August 15, 2026
	Senior Notes	 	Series L	 	CHF140,000,000	 	1.17%	 	August 15, 2028
	Senior Notes	 	Series M	 	CHF65,000,000	 	1.33%	 	August 15, 2031


 




     


     


    

 


The Senior Notes described
above are collectively referred to as the “Notes” (such term shall also include any such notes as amended, restated
or otherwise modified from time to time and any such notes issued in substitution therefor pursuant to Section 13 of this Agreement).
The Series A Notes, Series B Notes, Series C Notes, Series D Notes, Series E Notes, Series F Notes, Series G Notes, Series H Notes,
Series I Notes, Series J Notes, Series K Notes, Series L Notes and Series M Notes shall be substantially in the forms set out in
Exhibit 1A, Exhibit 1B, Exhibit 1C, Exhibit 1D, Exhibit 1E, Exhibit 1F, Exhibit 1G, Exhibit 1H, Exhibit 1I, Exhibit 1J, Exhibit
1K, Exhibit 1L and Exhibit 1M, respectively, with such changes therefrom, if any, as may be approved by the Purchasers and the
Company. Certain capitalized terms used in this Agreement are defined in Schedule B; references to a “Schedule”
or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.


 


2.           Sale
and Purchase of Notes.


 


Subject to the terms
and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company,
at the Closings provided for in Section 3, the Notes of the Series and in the principal amount specified opposite such Purchaser’s
name in Schedule A at the purchase price of 100% of the principal amount thereof. The obligations of each Purchaser hereunder are
several and not joint obligations and each Purchaser shall have no obligation and no liability to any Person for the performance
or nonperformance by any other Purchaser hereunder.


 




    	 	2	 



     


    

 


3.           Closing.


 


3.1.          First
Closing.


 


The sale and purchase
of the Series A Notes, the Series B Notes, the Series C Notes, the Series D Notes and the Series E Notes to be purchased by the
Purchasers shall occur at the offices of Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York 10178 at 10:00 a.m.
Eastern time, at a closing (the “First Closing”) on December 11, 2015 or on such earlier date as may be agreed
upon by the Company and the Purchasers of such Notes (such date, the “First Closing Date”). On the First Closing
Date, the Company will deliver to each Purchaser of a Series A Note, Series B Note, Series C Note, Series D Note or Series E Note
such Notes to be purchased by such Purchaser in the form of a single Note of the applicable Series (or such greater number of Notes
in denominations of at least CHF100,000 (in the case of the Series A Notes and Series D Notes) or €100,000 (in the case of
the Series B Notes, Series C Notes and Series E Notes), as such Purchaser may request) dated the First Closing Date and registered
in such Purchaser’s name (or in the name of such Purchaser’s nominee), against delivery by such Purchaser to the Company
or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available
funds for the account of the Company in accordance with the instructions provided by the Company to the Purchasers of the Series
A Notes, Series B Notes, Series C Notes, Series D Notes and Series E Notes pursuant to Section 4.11. If, on the First Closing Date,
the Company shall fail to tender such Notes to any Purchaser as provided above in this Section 3.1, or any of the conditions specified
in Section 4 shall not have been fulfilled to the satisfaction of any Purchaser of Series A Notes, Series B Notes, Series C Notes,
Series D Notes or Series E Notes, such Purchaser shall, at such Purchaser’s election, be relieved of all further obligations
under this Agreement with respect to the Series A Notes, Series B Notes, Series C Notes, Series D Notes and Series E Notes, without
thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment.


 


3.2.          Second
Closing.


 


The sale and purchase
of the Series F Notes, Series G Notes and Series H Notes to be purchased by the Purchasers shall occur at the offices of Morgan,
Lewis & Bockius LLP, 101 Park Avenue, New York, New York 10178 at 10:00 a.m. Eastern time, at a closing (the “Second
Closing”) on February 19, 2016 or on such earlier date as may be agreed upon by the Company and the Purchasers of such
Notes (such date, the “Second Closing Date”). On the Second Closing Date, the Company will deliver to each Purchaser
of a Series F Note, Series G Note or Series H Note such Notes to be purchased by such Purchaser in the form of a single Note of
the applicable Series (or such greater number of Notes in denominations of at least €100,000 as such Purchaser may request)
dated the Second Closing Date and registered in such Purchaser’s name (or in the name of such Purchaser’s nominee),
against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price
therefor by wire transfer of immediately available funds for the account of the Company in accordance with the instructions provided
by the Company to the Purchasers of the Series F Notes, Series G Notes and Series H Notes pursuant to Section 4.11. If, on the
Second Closing Date, the Company shall fail to tender such Notes to any Purchaser as provided above in this Section 3.2, or any
of the conditions specified in Section 4 shall not have been fulfilled to the satisfaction of any Purchaser of Series F Notes,
Series G Notes or Series H Notes, such Purchaser shall, at such Purchaser’s election, be relieved of all further obligations
under this Agreement with respect to the Series F Notes, Series G Notes and the Series H Notes, without thereby waiving any rights
such Purchaser may have by reason of such failure or such nonfulfillment.


 




    	 	3	 



     


    

 


3.3.          Third
Closing.


 


The sale and purchase
of the Series I Notes, Series J Notes, Series K Notes, Series L Notes and Series M Notes to be purchased by the Purchasers shall
occur at the offices of Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York 10178 at 10:00 a.m. Eastern time,
at a closing (the “Third Closing”) on August 15, 2016 or on such earlier date as may be agreed upon by the Company
and the Purchasers of such Notes (such date, the “Third Closing Date”). On the Third Closing Date, the Company
will deliver to each Purchaser of a Series I Note, Series J Note, Series K Note, Series L Note or Series M Note such Notes to be
purchased by such Purchaser in the form of a single Note of the applicable Series (or such greater number of Notes in denominations
of at least CHF100,000 (in the case of the Series I Notes, Series L Notes and Series M Notes) or €100,000 (in the case of
the Series J Notes and Series K Notes), as such Purchaser may request) dated the Third Closing Date and registered in such Purchaser’s
name (or in the name of such Purchaser’s nominee), against delivery by such Purchaser to the Company or its order of immediately
available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of
the Company in accordance with the instructions provided by the Company to the Purchasers of the Series I Notes, Series J Notes,
Series K Notes, Series L Notes and Series M Notes pursuant to Section 4.11. If, on the Third Closing Date, the Company shall fail
to tender such Notes to any Purchaser as provided above in this Section 3.3, or any of the conditions specified in Section 4 shall
not have been fulfilled to the satisfaction of any Purchaser of Series I Notes, Series J Notes, Series K Notes, Series L Notes
or Series M Notes, such Purchaser shall, at such Purchaser’s election, be relieved of all further obligations under this
Agreement with respect to the Series I Notes, Series J Notes, Series K Notes, Series L Notes and Series M Notes, without thereby
waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment.


 


4.           Conditions
to Closing.


 


Each Purchaser’s
obligation to purchase and pay for the Notes to be sold to such Purchaser at the respective Closing for such Notes is subject to
the fulfillment to such Purchaser’s satisfaction, prior to or at such Closing, of the following conditions:


 


4.1.          Representations
and Warranties.


 


The representations
and warranties of the Company in this Agreement shall be correct when made and at the time of the applicable Closing. Notwithstanding
the foregoing, at any time during the period commencing with the First Closing Date and ending on the Third Closing Date, the Company
may deliver to the Purchasers updates to Schedules 5.3, 5.4 and 5.5 as a result of changes occurring after the First Closing Date,
in which case the existing Schedules 5.3, 5.4 and 5.5 shall be deemed to include the information set forth in such updated Schedules
as of the date of such updated Schedules for purposes of the representations and warranties in this Agreement that are required
to be made at the time of the Second Closing Date or the Third Closing Date, as applicable; provided, however, that updates
to Schedules 5.3 and 5.5 shall be limited to information contained in reports filed by the Company after the First Closing Date
with the SEC under the Exchange Act.


 




    	 	4	 



     


    

 


4.2.          Performance;
No Default.


 


The Company shall have
performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with
by the Company prior to or at such Closing, and before and after giving effect to the issue and sale of the Notes to be issued
at such Closing (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default
shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the
date of the Memorandum that would have been prohibited by Section 10 hereof had such Sections applied since such date.


 


4.3.          Compliance
Certificates.


 


(a)          Officer’s
Certificate of the Company. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date
of such Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.


 


(b)          Secretary’s
Certificate of the Company. The Company shall have delivered to such Purchaser a certificate, dated the date of such Closing,
certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and
delivery of the Notes to be issued at such Closing and this Agreement.


 


4.4.          Opinions
of Counsel.


 


Such Purchaser shall
have received opinions in form and substance satisfactory to such Purchaser, dated the date of such Closing (a) from the General
Counsel of the Company covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions
contemplated hereby as such Purchaser or its counsel may reasonably request and (b) from Morgan, Lewis & Bockius LLP,
the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(b)
and covering such other matters incident to such transactions as such Purchaser may reasonably request.


 


4.5.          Purchase
Permitted By Applicable Law, Etc.


 


On the date of such
Closing, such Purchaser’s purchase of Notes to be issued at such Closing shall (a) be permitted by the laws and regulations
of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the
New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular
investment, (b) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of
the Board of Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax, penalty or liability
under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested
by such Purchaser, such Purchaser shall have received an Officer’s Certificate certifying as to such matters of fact as such
Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.


 




    	 	5	 



     


    

 


4.6.          Sale
of Other Notes.


 


Contemporaneously with
such Closing the Company shall sell to each other Purchaser and each other Purchaser shall purchase the Notes to be purchased by
it at such Closing as specified in Schedule A.


 


4.7.          Payment
of Special Counsel Fees.


 


Without limiting the
provisions of Section 15.1, the Company shall have paid on or before the date of such Closing, the reasonable fees, reasonable
charges and reasonable disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected
in a statement of such counsel rendered to the Company at least one Business Day prior to the date of such Closing.


 


4.8.          Private
Placement Number.


 


A Private Placement
Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the SVO) shall have been obtained for each
Series of Notes to be issued at such Closing.


 


4.9.          Changes
in Corporate Structure.


 


Prior to the First
Closing Date, the Company shall not have changed its jurisdiction of organization, been a party to any merger or consolidation,
or shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date
of the most recent financial statements referred to in Section 5.5.


 


4.10.         Credit
Agreement Amendment.


 


Prior to the First
Closing Date, the Purchasers shall have received a certified, fully executed copy of Amendment No. 2 to that certain Credit Agreement,
dated as of July 23, 2014, by and among the Company, certain Subsidiaries of the Company named therein, JPMorgan Chase Bank, N.A.,
as administrative agent, the lenders party thereto and other financial institutions party thereto, as amended by that certain Amendment
No. 1 dated as of July 1, 2015, which shall be in form and substance satisfactory to the Purchasers and in full force and effect.


 


4.11.         Funding
Instructions.


 


At least three Business
Days prior to the date of such Closing, each Purchaser purchasing Notes on such date shall have received written instructions signed
by a Responsible Officer on letterhead of the Company including (i) the name and address of the transferee bank, (ii) such
transferee bank’s ABA number and (iii) the account name and number into which the purchase price for such Purchaser’s
Notes is to be deposited.


 


4.12.         Proceedings
and Documents.


 


All corporate and other
organizational proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments
incident to such transactions shall be reasonably satisfactory to such Purchaser and its special counsel, and such Purchaser and
its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser
or such special counsel may reasonably request.


 




    	 	6	 



     


    

 


5.           Representations
and Warranties of the Company.


 


The Company represents
and warrants to each Purchaser that:


 


5.1.          Organization;
Power and Authority.


 


The Company is a corporation
duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified
as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than
those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold under
lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to
execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof.


 


5.2.          Authorization,
Etc.


 


This Agreement and
the Notes to be issued on each Closing Date have been duly authorized by all necessary corporate action on the part of the Company,
and this Agreement constitutes, and upon execution and delivery thereof each such Note will constitute, a legal, valid and binding
obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited
by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’
rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding
in equity or at law).


 


5.3.          Disclosure.


 


The Company, through
its agents, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, has delivered to each Purchaser a copy of a Private Placement
Memorandum, dated November 2015 (the “Memorandum”), relating to the transactions contemplated hereby. The Memorandum,
as of its date and as of the First Closing Date, fairly describes, in all material respects, the general nature of the business
and principal properties of the Company and its Subsidiaries. This Agreement, the Memorandum, the financial statements listed in
Schedule 5.5 (including any updates to Schedule 5.5 as permitted under Section 4.1) and the documents, certificates or other writings
delivered to the Purchasers by or on behalf of the Company in connection with the transactions contemplated hereby and identified
in Schedule 5.3 (including any updates to Schedule 5.3 as permitted under Section 4.1) (this Agreement, the Memorandum and such
documents, certificates or other writings and such financial statements delivered to each Purchaser being referred to, collectively,
as the “Disclosure Documents”), taken as a whole, do not contain any untrue statement of a material fact or
omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which
they were made. Except as disclosed in the Original Disclosure Documents delivered to the Purchasers prior to the First Closing,
since December 31, 2014, there has been no change in the financial condition, operations, business or properties of the Company
or any of its Subsidiaries except changes that individually or in the aggregate would not reasonably be expected to have a Material
Adverse Effect. There is no fact known to the Company that could reasonably be expected to have a Material Adverse Effect that
has not been set forth herein or in the Original Disclosure Documents delivered to the Purchasers prior to the First Closing.


 




    	 	7	 



     


    

 


5.4.          Organization
and Ownership of Shares of Subsidiaries; Affiliates.


 


(a)          Schedule
5.4 contains (except as noted therein) complete and correct lists (i) of the Company’s Subsidiaries, showing, as to
each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of
its capital stock or similar equity interests outstanding owned by the Company and its Subsidiaries, (ii) of the Company’s
Affiliates, other than Subsidiaries, and (iii) of the Company’s directors and senior officers.


 


(b)          All
of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned
by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or
another Subsidiary free and clear of any Lien (other than Liens permitted by Section 10.3).


 


(c)          Each
Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity
and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as
to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect, each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it
purports to own or hold under lease and to transact the business it transacts and proposes to transact.


 


(d)          No
Subsidiary is a party to, or otherwise subject to, any legal restriction or any agreement (other than this Agreement, the agreements
listed on Schedule 5.4 and customary limitations imposed by corporate law statutes) restricting the ability of such Subsidiary
to pay dividends out of profits or make any other similar distributions of profits to the Company or any of its Subsidiaries that
owns outstanding shares of capital stock or similar equity interests of such Subsidiary.


 


5.5.          Financial
Statements.


 


The Company has delivered
to each Purchaser copies of the consolidated financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All
of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the
consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the
consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance
with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of
any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities
that are not disclosed in the Disclosure Documents.


 




    	 	8	 



     


    

 


5.6.          Compliance
with Laws, Other Instruments, Etc.


 


The execution, delivery
and performance by the Company of this Agreement and the Notes will not (a) contravene, result in any breach of, or constitute
a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under, any indenture,
mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, or any other agreement or instrument
to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties
may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order,
judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary, or
(c) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the
Company or any Subsidiary, except for such contraventions, breaches, defaults, conflicts, violations or Liens as would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


5.7.          Governmental
Authorizations, Etc.


 


No consent, approval
or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the
execution, delivery or performance by the Company of this Agreement or the Notes.


 


5.8.          Litigation;
Observance of Agreements, Statutes and Orders.


 


(a)          There
are no actions, suits, investigations or proceedings pending or, to the knowledge of the Company, threatened against or affecting
the Company or any Subsidiary or any property of the Company or any Subsidiary in any court or before any arbitrator of any kind
or before or by any Governmental Authority that, individually or in the aggregate, would reasonably be expected to have a Material
Adverse Effect.


 


(b)          Neither
the Company nor any Subsidiary is in default under any term of any agreement or instrument to which it is a party or by which it
is bound, or any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or is in violation of any
applicable law, ordinance, rule or regulation (including, without limitation, Environmental Laws, the USA PATRIOT Act or any of
the other laws and regulations that are referred to in Section 5.16) of any Governmental Authority, which default or violation,
individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.


 




    	 	9	 



     


    

 


5.9.          Taxes.


 


The Company and its
Subsidiaries have filed all tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown
to be due and payable on such returns and all other taxes and assessments levied upon them or their properties, assets, income
or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except
in each case for any taxes and assessments (a) the amount of which is not individually or in the aggregate Material or (b) the
amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect
to which the Company or a Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP. The Company
knows of no basis for any other tax or assessment that would reasonably be expected to have a Material Adverse Effect. The charges,
accruals and reserves on the books of the Company and its Subsidiaries in respect of federal, state or other taxes for all fiscal
periods are adequate. As of the date of this Agreement, the federal income tax liabilities of the Company and its Subsidiaries
have been finally determined (whether by reason of completed audits or the statute of limitations having run) for all fiscal years
up to and including the fiscal year ended 2011.


 


5.10.         Title
to Property; Leases.


 


The Company and its
Subsidiaries have good and sufficient title to their respective properties which the Company and its Subsidiaries own or purport
to own, in each case free and clear of Liens prohibited by this Agreement, except where the failure to have such title would not
reasonably be expected to have a Material Adverse Effect. All Material leases of the Company and its Subsidiaries are valid and
subsisting and are in full force and effect in all material respects.


 


5.11.         Licenses,
Permits, Etc.


 


(a)          The
Company and its Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents, copyrights, proprietary
software, service marks, trademarks and trade names, or rights thereto, without known conflict with the rights of others, except
to the extent that the failure to own or possess the same, or the existence of any such conflict, would not reasonably be expected
to have a Material Adverse Effect.


 


(b)          No
product of the Company or any of its Subsidiaries infringes in any Material respect any license, permit, franchise, authorization,
patent, copyright, proprietary software, service mark, trademark, trade name or other right owned by any other Person, except where
any such infringement would not reasonably be expected to have a Material Adverse Effect.


 


(c)          There
is no Material violation by any Person of any right of the Company or any of its Subsidiaries with respect to any patent, copyright,
proprietary software, service mark, trademark, trade name or other right owned or used by the Company or any of its Subsidiaries,
except where any such violation would not reasonably be expected to have a Material Adverse Effect.


 




    	 	10	 



     


    

 


5.12.         Compliance
with ERISA.


 


(a)          The
Company and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such
instances of noncompliance as have not resulted in and could not, individually or in the aggregate, reasonably be expected to result
in a Material Adverse Effect.  Neither the Company nor any ERISA Affiliate has incurred any liability pursuant to Title I
or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in section 3
of ERISA), and no event, transaction or condition has occurred or exists that could, individually or in the aggregate, reasonably
be expected to result in the incurrence of any such liability by the Company or any ERISA Affiliate, or in the imposition of any
Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate, in either case pursuant to Title I or IV
of ERISA or to section 430(k) of the Code or to any such penalty or excise tax provisions under the Code or federal law or section
4068 of ERISA or by the granting of a security interest in connection with the amendment of a Plan, other than such liabilities
or Liens as would not be individually or in the aggregate Material.


 


(b)          The
present value of the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans), determined as of the
end of such Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes
in such Plan’s most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan
allocable to such benefit liabilities, in the case of any single Plan or in the aggregate for all Plans, by an amount that would
reasonably be expected to have a Material Adverse Effect. The term “benefit liabilities” has the meaning specified
in section 4001 of ERISA and the terms “current value” and “present value” have the
meaning specified in section 3 of ERISA.


 


(c)          The
Company and its ERISA Affiliates have not incurred withdrawal liabilities (and are not subject to contingent withdrawal liabilities)
under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate are Material.


 


(d)          The
expected postretirement benefit obligation (determined as of the last day of the Company’s most recently ended fiscal year
in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 715-60, without regard to liabilities
attributable to continuation coverage mandated by section 4980B of the Code) of the Company and its Subsidiaries is not Material.


 


(e)          The
execution and delivery of this Agreement and the issuance and sale of the Notes hereunder will not involve any transaction that
is subject to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D)
of the Code. The representation by the Company to each Purchaser in the first sentence of this Section 5.12(e) is made in reliance
upon and subject to the accuracy of such Purchaser’s representation in Section 6.3 as to the sources of the funds to be used
to pay the purchase price of the Notes to be purchased by such Purchaser.


 




    	 	11	 



     


    

 


(f)          All
Non-U.S. Plans have been established, operated, administered and maintained in compliance with all laws, regulations and orders
applicable thereto, except where failure so to comply could not be reasonably expected to have a Material Adverse Effect. All premiums,
contributions and any other amounts required by applicable Non-U.S. Plan documents or applicable laws to be paid or accrued by
the Company and its Subsidiaries have been paid or accrued as required, except where failure so to pay or accrue could not be reasonably
expected to have a Material Adverse Effect.


 


5.13.         Private
Offering by the Company.


 


Neither the Company
nor anyone acting on the Company’s behalf has offered the Notes or any similar securities for sale to, or solicited any offer
to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers
and not more than 20 other Institutional Investors, each of which has been offered the Notes in connection with a private sale
for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the
issuance or sale of the Notes to the registration requirements of Section 5 of the Securities Act or to the registration requirements
of any securities or blue sky laws of any applicable jurisdiction.


 


5.14.         Use
of Proceeds; Margin Regulations.


 


The Company will apply
the proceeds of the sale of the Notes hereunder as set forth in the “Transaction Overview” section of the Memorandum.
No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or
carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221),
or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation
of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of
said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Company
and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 5% of the
value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying”
shall have the meanings assigned to them in said Regulation U.


 


5.15.         Existing
Debt; Future Liens.


 


(a)          Except
as described therein, Schedule 5.15 sets forth a complete and correct list of (i) all outstanding Debt of the Company and
its Subsidiaries, (ii) all Debt incurred in connection with the Consignment Agreements relating to the consignment of precious
metals between the Company and certain counterparties and (iii) all unfunded pension obligations of the Company and its Subsidiaries,
in each case as of September 30, 2015. Neither the Company nor any Subsidiary is in default and no waiver of default is currently
in effect, in the payment of any principal or interest on any Debt of the Company or such Subsidiary, and no event or condition
exists with respect to any Debt of the Company or any Subsidiary, that would permit (or that with notice or the lapse of time,
or both, would permit) one or more Persons to cause such Debt to become due and payable before its stated maturity or before its
regularly scheduled dates of payment.


 




    	 	12	 



     


    

 


(b)          Neither
the Company nor any Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a contingency or
otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.3.


 


(c)          Neither
the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Debt
of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter
or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Debt of the
Company, except as specifically indicated in Schedule 5.15.


 


5.16.         Foreign
Assets Control Regulations, Etc.


 


(a)          Neither
the Company nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked
Persons published by the Office of Foreign Assets Control, United States Department of the Treasury (“OFAC”)
(an “OFAC Listed Person”) (ii) an agent, department, or instrumentality of, or is otherwise beneficially owned
by, controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization,
foreign country or regime that is the target of any OFAC Sanctions Program, or (iii) otherwise blocked, the target of sanctions
under or engaged in any activity in violation of other United States economic sanctions, including but not limited to, the Trading
with the Enemy Act, the International Emergency Economic Powers Act, CISADA or any similar law or regulation with respect to Iran
or any other country, the Sudan Accountability and Divestment Act, any OFAC Sanctions Program, or any economic sanctions regulations
administered and enforced by the United States or any enabling legislation or executive order relating to any of the foregoing
(collectively, “U.S. Economic Sanctions”) or sanctions imposed by the United Nations or the European Union (each
OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (i), clause (ii)
or clause (iii), a “Blocked Person”). Neither the Company nor any Controlled Entity has been notified that its
name appears or may in the future appear on a state list of Persons that engage in investment or other commercial activities in
Iran or any other country that is the target of U.S. Economic Sanctions.


 


(b)          No
part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked
Person or will otherwise be used by the Company or any Controlled Entity, directly or, to the knowledge of the Company, indirectly,
(i) in connection with any investment in, or any transactions or dealings with, any Blocked Person or (ii) otherwise in violation
of U.S. Economic Sanctions.


 




    	 	13	 



     


    

 


(c)          Neither
the Company nor any Controlled Entity (i) has been found in violation of, charged with, or convicted of, money laundering, drug
trafficking, terrorist-related activities or other money laundering predicate crimes under the Currency and Foreign Transactions
Reporting Act of 1970 (otherwise known as the Bank Secrecy Act), the USA PATRIOT Act, any U.S. Economic Sanctions, any other United
States law or regulation governing such activities or under any other similar laws of any other jurisdiction governing such activities
(collectively, “Anti-Money Laundering/Anti-Terrorism Laws”) as of the First Closing Date and, except as disclosed
on Schedule 5.16, is not reasonably likely to be found in violation of, charged with, or convicted of, any Anti-Money Laundering/Anti-Terrorism
Laws, (ii) except as set forth on Schedule 5.16, to the Company’s knowledge, is under investigation by any Governmental Authority
for possible violation of Anti-Money Laundering/Anti-Terrorism Laws, (iii) has been assessed civil penalties under any Anti-Money
Laundering/Anti-Terrorism Laws as of the First Closing Date and, except as disclosed on Schedule 5.16, is not reasonably likely
to be assessed civil penalties under any Anti-Money Laundering/Anti-Terrorism Laws, or (iv) has had any of its funds seized or
forfeited in an action under any Anti-Money Laundering/Anti-Terrorism Laws. The Company has established procedures and controls
which it reasonably believes are adequate (and otherwise comply with applicable law) to ensure that the Company and each Controlled
Entity is and will continue to be in compliance in all material respects with applicable Anti-Money Laundering/Anti-Terrorism Laws.


 


(d)          (1)         Neither
the Company nor any Controlled Entity (i) has been charged with, or convicted of bribery or any other anti-corruption related activity
under any applicable law or regulation in a U.S. or any non-U.S. country or jurisdiction, including but not limited to, the U.S.
Foreign Corrupt Practices Act and the U.K. Bribery Act 2010 (collectively, “Anti-Corruption Laws”), (ii) to
the Company’s knowledge, is under investigation by any U.S. or non-U.S. Governmental Authority for possible violation of
Anti-Corruption Laws, (iii) has been assessed civil or criminal penalties under any Anti-Corruption Laws or (iv) has been or is
the target of sanctions imposed by the United Nations or the European Union;


 


(2)         To
the Company’s knowledge, neither the Company nor any Controlled Entity has, within the last five years, directly or indirectly
offered, promised, given, paid or authorized the offer, promise, giving or payment of anything of value to a Governmental Official
or a commercial counterparty for the purposes of: (i) influencing any act, decision or failure to act by such Government Official
in his or her official capacity or such commercial counterparty, (ii) inducing a Governmental Official to do or omit to do any
act in violation of the Governmental Official’s lawful duty, or (iii) inducing a Governmental Official or a commercial counterparty
to use his or her influence with a government or governmental instrumentality to affect any act or decision of such government
or entity; in each case in order to obtain, retain or direct business or to otherwise secure an improper advantage in violation
of any applicable law or regulation or which would cause any holder to be in violation of any law or regulation applicable to such
holder; and


 


(3)         No
part of the proceeds from the sale of the Notes hereunder will be used by the Company, any Controlled Entity or any of their respective
officers, employees or authorized representatives, directly or, to the knowledge of the Company, indirectly, for any illegal payments,
including bribes, to any Governmental Official or commercial counterparty in order to obtain, retain or direct business or obtain
any improper advantage in violation of law. The Company has established procedures and controls which it reasonably believes are
adequate (and otherwise comply with applicable law) to ensure that the Company and each Controlled Entity is and will continue
to be in compliance in all material respects with applicable Anti-Corruption Laws.


 




    	 	14	 



     


    

 


5.17.         Status
under Certain Statutes.


 


Neither the Company
nor any Subsidiary is an “investment company” registered or required to be registered under the Investment Company
Act of 1940, as amended, or is subject to regulation under the Public Utility Holding Company Act of 2005, as amended, the ICC
Termination Act of 1995, as amended, or the Federal Power Act, as amended.


 


5.18.         Environmental
Matters.


 


(a)          Neither
the Company nor any Subsidiary has knowledge of any liability or has received any notice of any liability, and no proceeding has
been instituted raising any liability against the Company or any of its Subsidiaries or any of their respective real properties
now or formerly owned, leased or operated by any of them, or other assets, alleging any damage to the environment or violation
of any Environmental Laws, except, in each case, such as would not reasonably be expected to result in a Material Adverse Effect.


 


(b)          Neither
the Company nor any Subsidiary has knowledge of any facts which would give rise to any liability, public or private, of violation
of Environmental Laws or damage to the environment emanating from, occurring on or in any way related to real properties now or
formerly owned, leased or operated by any of them or to other assets or their use, except, in each case, such as would not reasonably
be expected to result in a Material Adverse Effect.


 


(c)          Neither
the Company nor any of its Subsidiaries has stored any Hazardous Materials on real properties now or formerly owned, leased or
operated by any of them or has disposed of any Hazardous Materials in each case in a manner contrary to any Environmental Laws
in each case in any manner that would reasonably be expected to result in a Material Adverse Effect.


 


(d)          All
buildings on all real properties now owned, leased or operated by the Company or any of its Subsidiaries are in compliance with
applicable Environmental Laws, except where failure to comply would not reasonably be expected to result in a Material Adverse
Effect.


 


5.19.         Notes
Rank Pari Passu.


 


The obligations of
the Company under this Agreement and the Notes rank at least pari passu in right of payment with all other Senior Debt (actual
or contingent) of the Company, including, without limitation, all Senior Debt of the Company described in Schedule 5.15 hereto.


 




    	 	15	 



     


    

 


6.           Representations
of the Purchaser.


 


6.1.          Purchase
for Investment.


 


Each Purchaser severally
represents that it is purchasing the Notes for its own account or for one or more separate accounts maintained by it or for the
account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition
of such Purchaser’s or such pension or trust funds’ property shall at all times be within such Purchaser’s or
such pension or trust funds’ control. Each Purchaser understands that the Notes have not been registered under the Securities
Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration
is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the
Company is not required to and the Company has no intent to register the Notes. Each Purchaser further represents and warrants
that such Purchaser will not sell, transfer or otherwise dispose of the Notes or any interest therein except in a transaction exempt
from or not subject to the registration requirements of the Securities Act and in accordance with the restrictions set forth in
Section 13.2 and the legend set forth on the certificates evidencing the applicable Series of the Notes.


 


6.2.          Accredited
Investor.


 


Each Purchaser represents
that it is an “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
Act) acting for its own account (and not for the account of others) or as a fiduciary or agent for others (which others are also
“accredited investors”). Each Purchaser further represents that such Purchaser has had the opportunity to ask questions
of the Company and received answers to its satisfaction concerning the terms and conditions of the sale of the Notes.


 


6.3.          Source
of Funds.


 


Each Purchaser severally
represents that at least one of the following statements is an accurate representation as to each source of funds (a “Source”)
to be used by such Purchaser to pay the purchase price of the Notes to be purchased by such Purchaser hereunder:


 


(a)          the
Source is an “insurance company general account” (as the term is defined in the United States Department of Labor’s
Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined
by the annual statement for life insurance companies approved by the NAIC (the “NAIC Annual Statement”)) for
the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and
liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same
employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed
10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set
forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile; or


 




    	 	16	 



     


    

 


(b)          the
Source is a separate account that is maintained solely in connection with such Purchaser’s fixed contractual obligations
under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such
separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by
the investment performance of the separate account; or


 


(c)          the
Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90-1 or (ii) a bank collective investment
fund, within the meaning of the PTE 91-38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this
clause (c), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns
more than 10% of all assets allocated to such pooled separate account or collective investment fund; or


 


(d)          the
Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84-14 (the “QPAM Exemption”))
managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM
Exemption), no employee benefit plan’s assets that are managed by the QPAM in such investment fund, when combined with the
assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning
of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent
more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied,
neither the QPAM nor a person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause
the QPAM and the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity
of such QPAM and (ii) the names of any employee benefit plans whose assets in the investment fund, when combined with the assets
of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Part
VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such
investment fund, have been disclosed to the Company in writing pursuant to this clause (d);or


 


(e)          the
Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM Exemption”))
managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption),
the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled
by the INHAM (applying the definition of “control” in Part IV(d)(3) of the INHAM Exemption) owns a 10% or more interest
in the Company and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(s) whose assets constitute
the Source have been disclosed to the Company in writing pursuant to this clause (e); or


 


(f)          the
Source is a governmental plan; or


 


(g)          the
Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans,
each of which has been identified to the Company in writing pursuant to this clause (g); or


 




    	 	17	 



     


    

 


(h)          the
Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.


 


As used in this Section 6.3, the terms
“employee benefit plan,” “governmental plan,” and “separate account” shall
have the respective meanings assigned to such terms in section 3 of ERISA.


 


7.           Information
as to Company.


 


7.1.          Financial
and Business Information.


 


The Company shall deliver
to each Purchaser (until the Third Closing) and each holder of Notes that is an Institutional Investor:


 


(a)          Quarterly
Statements — within the earlier of (x) 60 days after the end of each quarterly fiscal period in each fiscal year of the
Company (other than the last quarterly fiscal period of each such fiscal year) and (y) the date by which such financial statements
are required to be delivered under the RCF or the date on which such corresponding financial statements are delivered under the
RCF if such delivery occurs earlier than such required delivery date,


 


(i)          a
consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and


 


(ii)         consolidated
statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter
and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter,


 


setting forth
in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail,
prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer
as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of
operations and cash flows, subject to changes resulting from year-end adjustments, provided that filing (and providing each
Purchaser (until the Third Closing) and each holder of Notes that is an Institutional Investor written notice of such filing) with
the SEC within the time period specified above of the Company’s Quarterly Report on Form 10-Q prepared in compliance
with the requirements therefor shall be deemed to satisfy the requirements of this Section 7.1(a);


 


(b)          Annual
Statements — within the earlier of (x) 105 days after the end of each fiscal year of the Company and (y) the date by
which such financial statements are required to be delivered under the RCF or the date on which such corresponding financial statements
are delivered under the RCF if such delivery occurs earlier than such required delivery date,


 


(i)          a
consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and


 




    	 	18	 



     


    

 


(ii)         consolidated
statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such year,


 


setting forth in each case in
comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied
by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification
or exception as to the scope of the audit on which such opinion is based) of independent certified public accountants of recognized
national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial
position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity
with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance
with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
provided that filing (and providing each Purchaser (until the Third Closing) and each holder of Notes that is an Institutional
Investor written notice of such filing) with the SEC within the time period specified above of the Company’s Annual Report
on Form 10-K for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to
Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor shall be deemed to satisfy the requirements
of this Section 7.1(b);


 


(c)          [Reserved;]


 


(d)          SEC
and Other Reports — except for filings referred to in Section 7.1(a) and (b) above, promptly after the sending or
filing thereof, one copy of each report that the Company sends to any of its securityholders, and one copy of each report and registration
statement that the Company or any Subsidiary publicly files with the SEC or any national securities exchange;


 


(e)          Notice
of Default or Event of Default — promptly, and in any event within five Business Days after a Responsible Officer becomes
aware of the existence of any Default or Event of Default or that any Person has given any notice or taken any action with respect
to a claimed default hereunder or that any Person has given any notice or taken any action with respect to a claimed default of
the type referred to in Section 11(g), a written notice specifying the nature and period of existence thereof and what action
the Company is taking or proposes to take with respect thereto;


 


(f)          ERISA
Matters — promptly, and in any event within five Business Days after a Responsible Officer becomes aware of any of the
following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes
to take with respect thereto:


 


(i)          with
respect to any Plan, any reportable event, as defined in

Section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations
as in effect on the date thereof; or


 




    	 	19	 



     


    

 


(ii)         the
taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under Section 4042
of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any
ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer
Plan; or


 


(iii)        any
event, transaction or condition that would result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant
to Title I or IV of ERISA or the imposition of a penalty or excise tax under the provisions of the Code relating to employee
benefit plans, or the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant
to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other
such liabilities or Liens then existing, would reasonably be expected to have a Material Adverse Effect;


 


(g)          Notices
from Governmental Authority — promptly, and in any event within 30 days of receipt thereof, copies of any notice to the
Company or any Subsidiary from any federal or state Governmental Authority relating to any order, ruling, statute or other law
or regulation that would reasonably be expected to have a Material Adverse Effect; and


 


(h)          Requested
Information — with reasonable promptness, such other data and information relating to the business, operations, affairs,
financial condition, assets or properties of the Company or any of its Subsidiaries or relating to the ability of the Company to
perform its obligations hereunder and under the Notes as from time to time may be reasonably requested by any Purchaser (prior
to the Third Closing) or any holder of Notes that is an Institutional Investor and if provided by the Company, would not violate
any applicable laws, regulations or rules.


 


7.2.          Officer’s
Certificate.


 


At the time each set
of financial statements is required to be delivered (or deemed to have been delivered) to a Purchaser (prior to the Third Closing)
or a holder of Notes that is an Institutional Investor pursuant to Section 7.1(a) or Section 7.1(b) hereof, the Company
shall deliver to such Purchaser or holder a certificate of a Senior Financial Officer setting forth:


 


(a)          Covenant
Compliance — the information required in order to establish whether the Company was in compliance with the requirements
of Section 10.1 through Section 10.6 and Section 10.9 hereof, inclusive, during (or, with respect to Section 10.1,
as of the end of) the quarterly or annual period covered by the statements then being furnished (including with respect to each
such Section, where applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible
under the terms of such Sections, and the calculation of the amount, ratio or percentage then in existence); and


 




    	 	20	 



     


    

 


(b)          Event
of Default — a statement that such officer has reviewed the relevant terms hereof and such review shall not have disclosed
the existence during the quarterly or annual period covered by the statements then being furnished of any condition or event that
constitutes a Default or an Event of Default or, if any such condition or event existed or exists, specifying the nature and period
of existence thereof and what action the Company shall have taken or proposes to take with respect thereto.


 


7.3.          Visitation.


 


The Company shall permit
the representatives of each Purchaser (prior to the Third Closing) and each holder of Notes that is an Institutional Investor:


 


(a)          No
Default — if no Default or Event of Default then exists, at the expense of such Purchaser or such holder and upon reasonable
prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts
of the Company and its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will
not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not
be unreasonably withheld) to visit the other offices and properties of the Company and each Subsidiary, all at such reasonable
times and as often as may be reasonably requested in writing; and


 


(b)          Default
— if a Default or Event of Default then exists, at the expense of the Company, to visit and inspect any of the offices or
properties of the Company or any Subsidiary, to examine all their respective books of account, records, reports and other papers,
to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers
and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances
and accounts of the Company and its Subsidiaries), all at such times and as often as may be requested.


 


For the avoidance of
doubt, it is understood that Section 20 applies to Confidential Information obtained in connection with the exercise by any holder
of Notes of the rights set forth in this Section 7.3.


 


7.4.          Electronic
Delivery.


 


Financial statements,
opinions of independent certified public accountants, other information and Officer’s Certificates that are required to be
delivered by the Company pursuant to Sections 7.1(a), (b) or (d) and Section 7.2 shall be deemed to have been delivered if the
Company satisfies any of the following requirements with respect thereto:


 


(a)          such
financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the
requirements of Section 7.2 are delivered to each holder of Notes by e-mail;


 




    	 	21	 



     


    

 


(b)          the
Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section
7.1(b), as the case may be, with the SEC on EDGAR and shall have made such form and the related Officer’s Certificate satisfying
the requirements of Section 7.2 available on its website on the internet, which is located at http://www.dentsply.com as
of the date of this Agreement;


 


(c)          such
financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s)
satisfying the requirements of Section 7.2 are timely posted by or on behalf of the Company on IntraLinks or on any other similar
website to which each holder of Notes has free access; or


 


(d)          the
Company shall have filed any of the items referred to in Section 7.1(d) with the SEC on EDGAR and shall have made such items available
on its website on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access;


 


provided however,
that in the case of clauses (b) or (c), the Company shall have given each holder of Notes prior or concurrent written notice, which
may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further,
that upon request of any holder to receive paper copies of such forms, financial statements and Officer’s Certificates or
to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.


 


8.           Payment
of the Notes.


 


8.1.          Required
Prepayments.


 


As provided therein,
the entire unpaid principal balance of each Note shall be due and payable on the Maturity Date thereof.


 


8.2.          Optional
Prepayments with Make-Whole Amount.


 


The Company may, at
its option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Euro Notes that are Swapped
Notes, the Euro Notes that are Non-Swapped Notes, the Swiss Franc Notes that are Swapped Notes or the Swiss Franc Notes that are
Non-Swapped Notes, in an amount not less than 10% of the original aggregate principal amount of such Notes in the case of a partial
prepayment, at 100% of the principal amount so prepaid, together with interest accrued thereon to, but not including, the date
of such prepayment, plus the applicable Make-Whole Amount determined for the prepayment date with respect to such principal amount,
plus any Net Loss with respect to any Swapped Note and, subject to Section 8.10, less any Net Gain with respect to any Swapped
Note. The Company will give each holder of Notes written notice of each optional prepayment under this Section 8.2 not less
than 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such date (which
shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each
Note and Series held by such holder to be prepaid (determined in accordance with Section 8.5), and the interest to be paid
on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior
Financial Officer as to the estimated Make-Whole Amount for each Series due in connection with such prepayment (calculated as if
the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior
to such prepayment, the Company shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the
calculation of such Make-Whole Amount as of the specified prepayment date.


 




    	 	22	 



     


    

 


8.3.          Prepayment
of Notes Upon Change of Control.


 


(a)          Notice
of Change of Control. The Company will, within 5 Business Days after any Senior Financial Officer has knowledge of the occurrence
of any Change of Control, give written notice of such Change of Control to each holder of Notes. If a Change of Control has occurred,
such notice shall contain and constitute an offer to prepay Notes as described in subparagraph (c) of this Section 8.3 and shall
be accompanied by the certificate described in subparagraph (g) of this Section 8.3.


 


(b)          [Reserved.]


 


(c)          Offer
to Prepay Notes. The offer to prepay Notes contemplated by subparagraph (a) of this Section 8.3 shall be an offer to prepay,
in accordance with and subject to this Section 8.3, all, but not less than all, the Notes held by each holder of Notes (in this
case only, “holder of Notes” in respect of any Note registered in the name of a nominee for a disclosed beneficial
owner shall mean such beneficial owner) on a date specified in such offer (the “Proposed Prepayment Date”),
which date shall be not less than thirty (30) days and not more than one hundred twenty (120) days after the date of such offer
(if the Proposed Prepayment Date shall not be specified in such offer, the Proposed Prepayment Date shall be the first Business
Day after the 60th day after the date of such offer).


 


(d)          Acceptance/Rejection.
A holder of Notes may accept the offer to prepay made pursuant to this Section 8.3 by causing a notice of such acceptance to be
delivered to the Company not later than fifteen (15) days after receipt by such holder of Notes of the most recent offer of prepayment.
A failure by a holder of Notes to respond to an offer to prepay made pursuant to this Section 8.3 shall be deemed to constitute
a rejection of such offer by such holder of Notes.


 


(e)          Prepayment.
Prepayment of the Notes to be prepaid pursuant to this Section 8.3 shall be at 100% of the principal amount of such Notes, together
with interest on such Notes accrued to, but not including, the date of prepayment, plus any Net Loss with respect to any Swapped
Note and, subject to Section 8.10, less any Net Gain with respect to any Swapped Note, but without any Make-Whole Amount or penalty
or premium of any kind. The prepayment shall be made on the Proposed Prepayment Date except as provided in subparagraph (f) of
this Section 8.3.


 




    	 	23	 



     


    

 


(f)          Deferral
Pending Change of Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (c)
and accepted in accordance with subparagraph (d) of this Section 8.3 is subject to the occurrence of the Change of Control in respect
of which such offers and acceptances shall have been made. In the event that such Change of Control has not occurred on the Proposed
Prepayment Date in respect thereof, the prepayment shall be deferred until, and shall be made on, the date on which such Change
of Control occurs; provided, however, that if the Change of Control has not occurred within 45 days after the original Proposed
Prepayment Date, any holder of Notes may withdraw its acceptance and the Company shall again comply with this Section 8.3 as to
such Change of Control with respect to such withdrawing holder. The Company shall keep each holder of Notes reasonably and timely
informed of (i) any such deferral of the date of prepayment, (ii) the date on which such Change of Control and the prepayment are
expected to occur, and (iii) any determination by the Company that efforts to effect such Change of Control have ceased or been
abandoned (in which case the offers and acceptances made pursuant to this Section 8.3 in respect of such Change of Control shall
be deemed rescinded).


 


(g)          Officer’s
Certificate. Each offer to prepay the Notes pursuant to this Section 8.3 shall be accompanied by a certificate, executed by
a Senior Financial Officer of the Company and dated the date of such offer, specifying: (i) the Proposed Prepayment Date; (ii)
that such offer is made pursuant to this Section 8.3; (iii) the principal amount and Series of each Note offered to be prepaid;
(iv) the interest that would be due on each Note offered to be prepaid, accrued to, but not including, the Proposed Prepayment
Date (including the per diem accrual on interest for each day after the Proposed Prepayment Date, in the event of a deferral of
the prepayment date pursuant to Section 8.3(f) above); (v) that the conditions to the giving of such notices in this Section 8.3
have been fulfilled; and (vi) in reasonable detail, the nature and date or proposed date of the Change of Control.


 


8.4.          Prepayment
of Notes Upon Sale of Assets.


 


The Company may prepay
the Notes in accordance with Section 10.4.


 


8.5.          Allocation
of Partial Prepayments.


 


In the case of any
partial prepayment of Notes pursuant to Section 8.2, the principal amount of Notes to be prepaid shall be allocated among all of
the Euro Notes that are Swapped Notes, the Euro Notes that are Non-Swapped Notes, the Swiss Franc Notes that are Swapped Notes
or the Swiss Franc Notes that are Non-Swapped Notes, as applicable, being prepaid at the time outstanding in proportion, as nearly
as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment.


 


8.6.          Maturity;
Surrender, Etc.


 


In the case of each
prepayment of Notes pursuant to this Section 8, the principal amount of each Note to be prepaid shall mature and become due
and payable on the date fixed for such prepayment (which shall be a Business Day), together with interest on such principal amount
accrued to, but not including, such date, plus any Net Loss with respect to any Swapped Note and, subject to Section 8.10, less
any Net Gain with respect to any Swapped Note and, in the case of any prepayment pursuant to Section 8.2, the applicable Make-Whole
Amount, if any. From and after such date, unless the Company shall fail to pay such principal amount when so due and payable, together
with the interest and Make-Whole Amount, if any, plus any Net Loss with respect to any Swapped Note and, subject to Section 8.10,
less any Net Gain with respect to any Swapped Note, as aforesaid, interest on such principal amount shall cease to accrue. Any
Note paid or prepaid in full shall be surrendered to the Company and cancelled and shall not be reissued, and no Note shall be
issued in lieu of any prepaid principal amount of any Note.


 




    	 	24	 



     


    

 


8.7.          Purchase
of Notes.


 


The Company will not
and will not permit any controlled Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the
outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the
Notes or (b) pursuant to a written offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to
the holders of all Notes at the time outstanding upon the same terms and conditions (except to the extent necessary to reflect
differences in the interest rates and maturities of the Notes of different Series). The Company will promptly cancel all Notes
acquired by it or any controlled Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of
this Agreement and no Notes may be issued in substitution or exchange for any such Notes.


 


8.8.          Prepayment
in Connection with a Noteholder Sanctions Event.


 


(a)          Upon
the Company’s receipt of notice from any Affected Noteholder that a Noteholder Sanctions Event has occurred (which notice
shall refer specifically to this Section 8.8 and describe in reasonable detail such Noteholder Sanctions Event), the Company shall
promptly, and in any event within 10 Business Days, make an offer (the “Sanctions Prepayment Offer”) to prepay
the entire unpaid principal amount of Notes held by such Affected Noteholder (the “Affected Notes”), together
with interest thereon to, but not including, the prepayment date selected by the Company with respect to each Affected Note but
without payment of any Make-Whole Amount with respect thereto, which prepayment shall be on a Business Day not less than 30 days
and not more than 60 days after the date of the Sanctions Prepayment Offer (the “Sanctions Prepayment Date”).
Such Sanctions Prepayment Offer shall provide that such Affected Noteholder notify the Company in writing by a stated date (the
“Sanctions Prepayment Response Date”), which date is not later than 10 Business Days prior to the stated Sanctions
Prepayment Date, of its acceptance or rejection of such prepayment offer. If such Affected Noteholder does not notify the Company
as provided above, then the holder shall be deemed to have accepted such offer.


 


(b)          Subject
to the provisions of subparagraphs (c) and (d) of this Section 8.8, the Company shall prepay on the Sanctions Prepayment Date the
entire unpaid principal amount of the Affected Notes held by such Affected Noteholder who has accepted (or has been deemed to have
accepted) such prepayment offer (in accordance with subparagraph (a)), together with interest thereon to, but not including, the
Sanctions Prepayment Date with respect to each such Affected Note, but without payment of any Make-Whole Amount with respect thereto.


 




    	 	25	 



     


    

 


(c)          If
a Noteholder Sanctions Event has occurred but the Company and/or its Controlled Entities have taken such action(s) in relation
to their activities so as to remedy such Noteholder Sanctions Event (with the effect that a Noteholder Sanctions Event no longer
exists, as reasonably determined by such Affected Noteholder) prior to the Sanctions Prepayment Date, then the Company shall no
longer be obliged or permitted to prepay such Affected Notes in relation to such Noteholder Sanctions Event. If the Company and/or
its Controlled Entities shall undertake any actions to remedy any such Noteholder Sanctions Event, the Company shall keep the holders
reasonably and timely informed of such actions and the results thereof.


 


(d)          If
any Affected Noteholder that has given written notice to the Company of its acceptance of (or has been deemed to have accepted)
the Company’s prepayment offer in accordance with subparagraph (a) also gives notice to the Company prior to the relevant
Sanctions Prepayment Date that it has determined (in its sole discretion) that it requires clearance from any Governmental Authority
in order to receive a prepayment pursuant to this Section 8.8, the principal amount of each Note held by such Affected Noteholder,
together with interest accrued thereon to, but not including, the date of prepayment, shall become due and payable on the later
to occur of (but in no event later than the Maturity Date of the relevant Note) (i) such Sanctions Prepayment Date and (ii) the
date that is 10 Business Days after such Affected Noteholder gives notice to the Company that it is entitled to receive a prepayment
pursuant to this Section 8.8 (which may include payment to an escrow account designated by such Affected Noteholder to be held
in escrow for the benefit of such Affected Noteholder until such Affected Noteholder obtains such clearance from such Governmental
Authority), and in any event, any such delay in accordance with the foregoing clause (ii) shall not be deemed to give rise to any
Default or Event of Default.


 


(e)          Promptly,
and in any event within 5 Business Days, after the Company’s receipt of notice from any Affected Noteholder that a Noteholder
Sanctions Event shall have occurred with respect to such Affected Noteholder, the Company shall forward a copy of such notice to
each Purchaser (until the Third Closing) and each other holder of Notes.


 


(f)          The
Company shall promptly, and in any event within 10 Business Days, give written notice to the Purchasers (until the Third Closing)
and holders after the Company or any Controlled Entity having been notified that (i) its name appears or is reasonably likely in
the future to appear on a State Sanctions List or (ii) it is in violation of, or is the target of, any U.S. Economic Sanctions,
in each case which notice shall describe the facts and circumstances thereof and set forth the action, if any, that the Company
or a Controlled Entity proposes to take with respect thereto.


 


(g)          The
foregoing provisions of this Section 8.8 shall be in addition to any rights or remedies available to any Purchaser (until the Third
Closing) or holder of Notes that may arise under this Agreement as a result of the occurrence of a Noteholder Sanctions Event;
provided, that, if the Notes shall have been declared due and payable pursuant to Section 12.1 as a result of the events,
conditions or actions of the Company or its Controlled Entities that gave rise to a Noteholder Sanctions Event, the remedies set
forth in Section 12 shall control.


 




    	 	26	 



     


    

 


8.9.          Make-Whole
Amount.


 


(a)          Make-Whole
Amount with respect to Non-Swapped Notes. The term “Make-Whole Amount” means, with respect to any Non-Swapped
Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called
Principal of such Non-Swapped Note, over the amount of such Called Principal, provided that the Make-Whole Amount may in
no event be less than zero. For the purposes of determining the Make-Whole Amount with respect to any Non-Swapped Note, the following
terms have the following meanings:


 


“Called
Principal” means, with respect to any Non-Swapped Note, the principal of such Non-Swapped Note that is to be prepaid
pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context
requires.


 


“Discounted
Value” means, with respect to the Called Principal of any Non-Swapped Note, the amount obtained by discounting all Remaining
Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with
respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same
periodic basis as that on which interest on such Non-Swapped Note is payable) equal to the Reinvestment Yield with respect to such
Called Principal.


 


“Implied
Rate Euro Yield” means, with respect to the Called Principal of any Non-Swapped Note denominated in Euros, the yield
to maturity implied by (i) the ask-side yields reported, as of 10:00 A.M. (New York time) on the second Business Day preceding
the Settlement Date with respect to such Called Principal, on the display designated as “Page PXGE” on Bloomberg Financial
Markets (or such other display as may replace “Page PXGE” on Bloomberg Financial Markets) for the benchmark German
Bund having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or (ii) if such
yields are not reported as of such time or the yields reported are not ascertainable, the average of the ask-side yields as determined
by Recognized German Bund Market Makers. Such implied yield will be determined, if necessary, by (a) converting quotations to bond-equivalent
yields in accordance with accepted financial practice and (b) interpolating linearly between (1) the benchmark German Bund with
the maturity closest to and greater than the Remaining Average Life of such Called Principal and (2) the benchmark German Bund
with the maturity closest to and less than the Remaining Average Life of such Called Principal. The Implied Rate Euro Yield shall
be rounded to the number of decimal places as appears in the interest rate of the applicable Non-Swapped Note.


 




    	 	27	 



     


    

 


“Implied
Rate Swiss Franc Yield” means, with respect to the Called Principal of any Non-Swapped Note denominated in Swiss Francs,
the yield to maturity implied by (i) the ask-side yields reported, as of 10:00 A.M. (New York time) on the second Business Day
preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page FIT SWISSACT”
on the Bloomberg Financial Markets (or such other display as may replace “Page FIT SWISSACT” on Bloomberg Financial
Markets) for actively traded benchmark Swiss government bonds having a maturity equal to the Remaining Average Life of such Called
Principal as of such Settlement Date, or (ii) if such yields are not reported as of such time or the yields reported shall not
be ascertainable, the average of the ask-side yields for such securities as determined by Recognized Swiss Government Bond Market
Makers. Such implied yield will be determined, if necessary, by (A) converting quotations to bond-equivalent yields in accordance
with accepted financial practice and (B) interpolating linearly between (1) the actively traded benchmark Swiss government bonds
with the maturity closest to and greater than such Remaining Average Life of such Called Principal and (2) the actively traded
benchmark Swiss government bonds with the maturity closest to and less than such Remaining Average Life of such Called Principal.
The Implied Rate Swiss Franc Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable
Non-Swapped Note.


 


“Non-Swapped
Note” means any Note other than a Swapped Note.


 


“Recognized
German Bund Market Makers” means two internationally recognized dealers of German Bunds reasonably selected by the holders
of at least a majority in principal amount of the Series B Notes, Series C Notes, Series E Notes, Series F Notes, Series G Notes,
Series H Notes, Series J Notes and Series K Notes at the time outstanding (exclusive of Notes then owned by the Company or any
of its Affiliates and any Notes held by parties who are contractually required to abstain from voting with respect to matters affecting
the holders of the Notes).


 


“Recognized
Swiss Government Bond Market Makers” means two internationally recognized dealers of Swiss government bonds reasonably
selected by the holders of at least a majority in principal amount of the Series A Notes, Series D Notes, Series I Notes, Series
L Notes and Series M Notes at the time outstanding (exclusive of Notes then owned by the Company or any of its Affiliates and any
Notes held by parties who are contractually required to abstain from voting with respect to matters affecting the holders of the
Notes).


 


“Reinvestment
Yield” means, with respect to the Called Principal of any Non-Swapped Note denominated in (a) Euros, 0.50% (50 basis
points) plus the Implied Rate Euro Yield, and (b) Swiss Francs, 0.50% (50 basis points) plus the Implied Rate Swiss Franc Yield.
The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Non-Swapped
Note.


 


“Remaining
Average Life” means, with respect to any Called Principal, the number of years obtained by dividing (i) such Called Principal
into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled Payment with
respect to such Called Principal by (b) the number of years, computed on the basis of a 360-day year comprised of twelve 30-day
months and calculated to two decimal places, that will elapse between the Settlement Date with respect to such Called Principal
and the scheduled due date of such Remaining Scheduled Payment.


 




    	 	28	 



     


    

 


“Remaining
Scheduled Payments” means, with respect to the Called Principal of any Non-Swapped Note, all payments of such Called
Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment
of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date
on which interest payments are due to be made under such Non-Swapped Note, then the amount of the next succeeding scheduled interest
payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date
pursuant to Section 8.2 or 12.1.


 


“Settlement
Date” means, with respect to the Called Principal of any Non-Swapped Note, the date on which such Called Principal is
to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1,
as the context requires.


 


(b)          Make-Whole
Amount with respect to Swapped Notes. The term “Make-Whole Amount” means, with respect to any Swapped Note,
an amount equal to the excess, if any, of the Swapped Note Discounted Value with respect to the Swapped Note Called Notional Amount
related to such Swapped Note over such Swapped Note Called Notional Amount, provided that the Make-Whole Amount may in no
event be less than zero. All payments of Make-Whole Amount in respect of any Swapped Note shall be made in Dollars. For the purposes
of determining the Make-Whole Amount, Net Loss, Net Gain or Swap Breakage Amount with respect to any Swapped Note, the following
terms have the following meanings:


 


“New
Swap Agreement” means any cross-currency swap agreement pursuant to which the holder of a Swapped Note is to receive
payment in Dollars and which is entered into in full or partial replacement of an Original Swap Agreement as a result of such Original
Swap Agreement having terminated for any reason other than a non-scheduled prepayment or a repayment of such Swapped Note prior
to its scheduled maturity. The terms of a New Swap Agreement with respect to any Swapped Note do not have to be identical to those
of the Original Swap Agreement with respect to such Swapped Note.


 




    	 	29	 



     


    

 


“Original
Swap Agreement” means, with respect to any Swapped Note, (x) a cross-currency swap agreement and annexes and schedules
thereto (an “Initial Swap Agreement”) that is entered into on an arm’s length basis by the original purchaser
of such Swapped Note (or any affiliate thereof) in connection with the execution of this Agreement and the purchase of such Swapped
Note and relates to the scheduled payments by the Company of interest and principal on such Swapped Note, under which the holder
of such Swapped Note is to receive payments from the counterparty thereunder in Dollars and which is more particularly described
on Schedule 8.9 hereto, (y) any Initial Swap Agreement that has been assumed by or novated to (without any waiver, amendment, deletion
or replacement of any material economic term or provision thereof) a holder of a Swapped Note in connection with a transfer of
such Swapped Note and (z) any Replacement Swap Agreement; and a “Replacement Swap Agreement” means, with respect
to any Swapped Note, a cross-currency swap agreement and annexes and schedules thereto with payment terms and provisions (other
than a reduction in notional amount, if applicable) identical to those of the Initial Swap Agreement with respect to such Swapped
Note that is entered into on an arm’s length basis by the holder of such Swapped Note in full or partial replacement (by
amendment, modification or otherwise) of such Initial Swap Agreement (or any subsequent Replacement Swap Agreement) in a notional
amount not exceeding the outstanding principal amount of such Swapped Note following a non-scheduled prepayment or a repayment
of such Swapped Note prior to its scheduled maturity. Any holder of a Swapped Note that enters into, assumes or terminates an Initial
Swap Agreement or Replacement Swap Agreement shall within a reasonable period of time thereafter deliver to the Company a copy
of the confirmation, assumption, novation or termination related thereto.


 


“Swap
Note Agreement” means, with respect to any Swapped Note, an Original Swap Agreement or a New Swap Agreement, as the case
may be.


 


“Swapped
Note” means any Note that as of the date of the Closing for such Note is subject to a Swap Note Agreement. A “Swapped
Note” shall no longer be deemed a “Swapped Note” at such time as the related Swap Note Agreement ceases to be
in force in respect thereof.


 


“Swapped
Note Called Notional Amount” means, with respect to any Swapped Note Called Principal of any Swapped Note, the payment
in Dollars due to the holder of such Swapped Note under the terms of the Swap Note Agreement to which such holder is a party, attributable
to and in exchange for such Swapped Note Called Principal and assuming that such Swapped Note Called Principal is paid on its scheduled
maturity date, provided that if such Swap Note Agreement is not an Initial Swap Agreement, then the “Swapped Note
Called Notional Amount” in respect of such Swapped Note shall not exceed the amount in Dollars which would have been due
to the holder of such Swapped Note under the terms of the Initial Swap Agreement to which such holder was a party (or if such holder
was never party to an Initial Swap Agreement, then the last Initial Swap Agreement to which the most recent predecessor in interest
to such holder as a holder of such Swapped Note was a party), attributable to and in exchange for such Swapped Note Called Principal
and assuming that such Swapped Note Called Principal is paid on its scheduled maturity date.


 


“Swapped
Note Called Principal” means, with respect to any Swapped Note, the principal of such Swapped Note that is to be prepaid
pursuant to Section 8 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.


 




    	 	30	 



     


    

 


“Swapped
Note Discounted Value” means, with respect to the Swapped Note Called Notional Amount of any Swapped Note that is to
be prepaid pursuant to Section 8 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the
context requires, the amount obtained by discounting all Swapped Note Remaining Scheduled Swap Payments corresponding to the Swapped
Note Called Notional Amount of such Swapped Note from their respective scheduled due dates to the Swapped Note Settlement Date
with respect to such Swapped Note Called Notional Amount, in accordance with accepted financial practice and at a discount factor
(applied on the same periodic basis as that on which interest on such Swapped Note is payable) equal to the Swapped Note Reinvestment
Yield with respect to such Swapped Note Called Notional Amount.


 


“Swapped
Note Reinvestment Yield” means, with respect to the Swapped Note Called Notional Amount of any Swapped Note, the sum
of (x) 0.50% (50 basis points) plus (y) the yield to maturity implied by the “Ask Yield(s)” reported as of 10:00 a.m.
(New York City time) on the second Business Day preceding the Swapped Note Settlement Date with respect to such Swapped Note Called
Notional Amount, on the display designated as “Page PX1” (or such other display as may replace Page PX1) on Bloomberg
Financial Markets for the most recently issued actively traded on-the-run U.S. Treasury securities (“Reported”)
having a maturity equal to the Swapped Note Remaining Average Life of such Swapped Note Called Notional Amount as of such Swapped
Note Settlement Date. If there are no such U.S. Treasury securities Reported having a maturity equal to such Swapped Note Remaining
Average Life, then such implied yield to maturity will be determined by (a) converting U.S. Treasury bill quotations to bond equivalent
yields in accordance with accepted financial practice and (b) interpolating linearly between the “Ask Yield(s)” Reported
for the applicable most recently issued actively traded on-the-run U.S. Treasury securities with the maturities (1) closest to
and greater than such Swapped Note Remaining Average Life and (2) closest to and less than such Swapped Note Remaining Average
Life.


 


If such yields
are not Reported or the yields Reported as of such time are not ascertainable (including by way of interpolation), then “Swapped
Note Reinvestment Yield” means, with respect to the Swapped Note Called Notional Amount of any Swapped Note, the sum of (x)
0.50% (50 basis points) plus (y) the yield to maturity implied by the U.S. Treasury constant maturity yields reported, for the
latest day for which such yields have been so reported as of the second Business Day preceding the Swapped Note Settlement Date
with respect to such Swapped Note Called Notional Amount, in Federal Reserve Statistical Release H.15 (or any comparable successor
publication) for the U.S. Treasury constant maturity having a term equal to the Swapped Note Remaining Average Life of such Swapped
Note Called Notional Amount as of such Swapped Note Settlement Date. If there is no such U.S. Treasury constant maturity having
a term equal to such Swapped Note Remaining Average Life, such implied yield to maturity will be determined by interpolating linearly
between (1) the U.S. Treasury constant maturity so reported with the term closest to and greater than such Swapped Note Remaining
Average Life and (2) the U.S. Treasury constant maturity so reported with the term closest to and less than such Swapped Note Remaining
Average Life.


 




    	 	31	 



     


    

 


The Swapped
Note Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Swapped
Note.


 


“Swapped
Note Remaining Average Life” means, with respect to any Swapped Note Called Notional Amount, the number of years (calculated
to the nearest one-twelfth year) obtained by dividing (x) such Swapped Note Called Notional Amount into (y) the sum of the products
obtained by multiplying (1) the principal component of each Swapped Note Remaining Scheduled Swap Payment with respect to such
Swapped Note Called Notional Amount by (2) the number of years, computed on the basis of a 360-day year comprised of twelve 30-day
months and calculated to two decimal places, that will elapse between the Swapped Note Settlement Date with respect to such Swapped
Note Called Notional Amount and the scheduled due date of such Swapped Note Remaining Scheduled Swap Payments.


 


“Swapped
Note Remaining Scheduled Swap Payments” means, with respect to the Swapped Note Called Notional Amount relating to any
Swapped Note, the payments due to the holder of such Swapped Note in Dollars under the terms of the Swap Note Agreement to which
such holder is a party which correspond to all payments of the Swapped Note Called Principal of such Swapped Note corresponding
to such Swapped Note Called Notional Amount and interest on such Swapped Note Called Principal (other than that portion of the
payment due under such Swap Note Agreement corresponding to the interest accrued on the Swapped Note Called Principal to the Swapped
Note Settlement Date) that would be due after the Swapped Note Settlement Date in respect of such Swapped Note Called Notional
Amount assuming that no payment of such Swapped Note Called Principal is made prior to its originally scheduled payment date, provided
that if such Swapped Note Settlement Date is not a date on which an interest payment is due to be made under the terms of such
Swapped Note, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued
to such Swapped Note Settlement Date and required to be paid on such Swapped Note Settlement Date pursuant to Section 8 or Section
12.1.


 


“Swapped
Note Settlement Date” means, with respect to the Swapped Note Called Notional Amount of any Swapped Note Called Principal
of any Swapped Note, the date on which such Swapped Note Called Principal is to be prepaid pursuant to Section 8 or has become
or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.


 




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8.10.         Swap
Breakage.


 


If any Swapped Note
is prepaid pursuant to Section 8.2, Section 8.3, Section 8.4 or Section 8.8 or purchased pursuant to Section 8.7, or has become
or is declared to be immediately due and payable pursuant to Section 12.1, then (a) any resulting Net Loss in connection therewith
shall be reimbursed to the holder of such Swapped Note by the Company in Dollars upon any such prepayment or repayment of such
Swapped Note and (b) any resulting Net Gain in connection therewith shall be deducted (i) from the Make-Whole Amount, if any, or
any principal or interest to be paid to the holder of such Swapped Note by the Company upon any such prepayment of such Swapped
Note pursuant to Section 8.2, Section 8.3, Section 8.4 or Section 8.8 or purchase pursuant to Section 8.7 or (ii) from the Make-Whole
Amount, if any, to be paid to the holder of such Swapped Note by the Company upon any such repayment of such Swapped Note pursuant
to Section 12.1, provided that, in either case, the Make-Whole Amount in respect of such Swapped Note may in no event be
less than zero. Each holder of a Swapped Note shall be responsible for calculating its own Net Loss or Net Gain, as the case may
be, and Swap Breakage Amount in Dollars upon the prepayment or repayment of all or any portion of such Swapped Note, and such calculations
as reported to the Company in reasonable detail shall be binding on the Company absent demonstrable error.


 


As used in this Agreement
with respect to any Swapped Note that is prepaid or accelerated: “Net Loss” means the amount, if any, by which
the Swapped Note Called Notional Amount exceeds the sum of (x) the Swapped Note Called Principal plus (or minus in the case of
an amount paid) (y) the Swap Breakage Amount received (or paid) by the holder of such Swapped Note; and “Net Gain”
means the amount, if any, by which the Swapped Note Called Notional Amount is exceeded by the sum of (x) the Swapped Note Called
Principal plus (or minus in the case of an amount paid) (y) the Swap Breakage Amount received (or paid) by such holder. For purposes
of any determination of any “Net Loss” or “Net Gain,” the Swapped Note Called Principal shall be determined
by the holder of the affected Swapped Note (a) denominated in Euros by converting Euros into Dollars at the current Euro/Dollar
exchange rate, or (b) denominated in Swiss Francs by converting Swiss Francs into Dollars at the current Swiss Franc/Dollar exchange
rate, in each case, as determined as of 10:00 A.M. (New York City time) on the day such Swapped Note is prepaid or accelerated
as indicated on the applicable screen of Bloomberg Financial Markets or the Reuters Screen, respectively, and any such calculation
shall be reported to the Company in reasonable detail and shall be binding on the Company absent demonstrable error.


 




    	 	33	 



     


    

 


As used in this Agreement,
“Swap Breakage Amount” means, with respect to the Swap Note Agreement associated with any Swapped Note, in determining
the Net Loss or Net Gain, the Dollar amount that would be received (in which case the Swap Breakage Amount shall be positive) or
paid (in which case the Swap Breakage Amount shall be negative) by the holder of such Swapped Note as if such Swap Note Agreement
had terminated due to the occurrence of an event of default or an early termination under the ISDA 1992 Multi-Currency Cross Border
Master Agreement or ISDA 2002 Master Agreement, as applicable (the “ISDA Master Agreement”); provided,
however, that if such holder (or its predecessor in interest with respect to such Swapped Note) was, but is not at the
time, a party to an Original Swap Agreement but is a party to a New Swap Agreement, then the Swap Breakage Amount shall mean the
lesser of (x) the gain or loss (if any) which would have been received or incurred (by payment, through off-set or netting or otherwise)
by the holder of such Swapped Note under the terms of the Original Swap Agreement (if any) in respect of such Swapped Note to which
such holder (or any affiliate thereof) was a party (or if such holder was never a party to an Original Swap Agreement, then the
last Original Swap Agreement to which the most recent predecessor in interest to such holder as a holder of a Swapped Note was
a party) and which would have arisen as a result of the payment of the Swapped Note Called Principal on the Swapped Note Settlement
Date and (y) the gain or loss (if any) actually received or incurred by the holder of such Swapped Note, in connection with the
payment of such Swapped Note Called Principal on the Swapped Note Settlement Date, under the terms of the New Swap Agreement to
which such holder (or any affiliate thereof) is a party. The holder of such Swapped Note will make all calculations related to
the Swap Breakage Amount in good faith and in accordance with its customary practices for calculating such amounts under the ISDA
Master Agreement pursuant to which such Swap Note Agreement shall have been entered into and assuming for the purpose of such calculation
that there are no other transactions entered into pursuant to such ISDA Master Agreement (other than such Swap Note Agreement).


 


The Swap Breakage Amount
shall be payable in Dollars.


 


9.    
      Affirmative Covenants.


 


From the date of this
Agreement until the Third Closing and thereafter, so long as any of the Notes are outstanding, the Company covenants that:


 


9.1.          Compliance
with Law.


 


Without limiting Section 10.7,
the Company will, and will cause each of its Subsidiaries to, comply with all laws, ordinances or governmental rules or regulations
to which each of them is subject, including, without limitation, ERISA, Environmental Laws, the USA PATRIOT Act and the other laws
and regulations that are referred to in Section 5.16, and will obtain and maintain in effect all licenses, certificates, permits,
franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of
their respective businesses, in each case to the extent necessary to ensure that non-compliance with such laws, ordinances or governmental
rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental
authorizations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


9.2.          Insurance.


 


The Company will, and
will cause each of its Subsidiaries to, maintain, with financially sound and reputable insurers, insurance with respect to their
respective properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts
(including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) as is customary
in the case of entities of established reputations engaged in the same or a similar business and similarly situated, except for
any non-maintenance that would not reasonably be expected to have a Material Adverse Effect.


 




    	 	34	 



     


    

 


9.3.          Maintenance
of Properties.


 


The Company will, and
will cause each of its Subsidiaries to, maintain and keep, or cause to be maintained and kept, their respective properties in good
repair, working order and condition (other than ordinary wear and tear), so that the business carried on in connection therewith
may be conducted in the ordinary course at all times, provided that this Section shall not prevent the Company or any Subsidiary
from discontinuing the operation and the maintenance of or disposing of any of its properties if such discontinuance or disposal
is desirable in the conduct of its business and the Company has concluded that such discontinuance or disposal would not, individually
or in the aggregate, (i) reasonably be expected to have a Material Adverse Effect or (ii) would not violate the limitations set
forth in Sections 10.4 and 10.5 hereof.


 


9.4.          Payment
of Taxes and Claims.


 


The Company will, and
will cause each of its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge
all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed
on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and
payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become
a Lien on properties or assets of the Company or any Subsidiary not permitted by Section 10.3, provided that neither
the Company nor any Subsidiary need pay any such tax or assessment or claims if (i) the amount, applicability or validity
thereof is contested by the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the
Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such
Subsidiary or (ii) the non-filing or nonpayment, as the case may be, of any such taxes and assessments in the aggregate would
not reasonably be expected to have a Material Adverse Effect.


 


9.5.          Corporate
Existence, Etc.


 


Subject to Sections 10.4
and 10.5, the Company will at all times preserve and keep in full force and effect its corporate existence, and will at all times
preserve and keep in full force and effect the corporate existence of each of its Subsidiaries unless, in the good faith judgment
of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence would not,
individually or in the aggregate, have a Material Adverse Effect.


 


9.6.          [Reserved.]


 


9.7.          Notes
to Rank Pari Passu.


 


The Notes and all other
obligations under this Agreement of the Company are and at all times shall remain direct obligations of the Company ranking at
least pari passu in right of payment with all other Notes from time to time issued and outstanding hereunder without any
preference among themselves and at least pari passu in right of payment with all Debt outstanding under the Principal Credit
Facilities and all other present and future Debt (actual or contingent) of the Company which is not expressed to be subordinate
or junior in rank to any other Debt of the Company.


 




    	 	35	 



     


    

 


9.8.          Subsidiary
Guarantors.


 


(a)          The
Company will cause each of its Domestic Subsidiaries that guarantees, or otherwise becomes liable at any time as a borrower or
an additional borrower or co-borrower for or in respect of, any Debt under any Principal Credit Facility, to deliver to each of
the holders of Notes (concurrently therewith) the following items:


 


(i)          a
duly executed Subsidiary Guaranty in scope, form and substance satisfactory to the Required Holders;


 


(ii)         a
certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those
contained in Sections 5.4, 5.6 and 5.7, with respect to such Domestic Subsidiary and the Subsidiary Guaranty, as applicable;
and


 


(iii)        an
opinion of counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes reasonably satisfactory
to the Required Holders, to the effect that the Subsidiary Guaranty by such Person has been duly authorized, executed and delivered
and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person enforceable in
accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance
and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.


 


(b)          At
the election of the Company and by written notice to each holder of Notes, any Subsidiary Guarantor may be discharged from all
of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder
without the need for the execution or delivery of any document by the holders, provided that (i) if such Subsidiary
Guarantor is a guarantor in respect of any Principal Credit Facility, such Subsidiary Guarantor has been released and discharged
(or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty) under
all such Principal Credit Facilities, (ii) at the time of, and after giving effect to, such release and discharge, no Default
or Event of Default shall be existing, (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection
with such Subsidiary Guarantor being released and discharged under any Principal Credit Facility, any fee or other form of consideration
is given to any holder of Debt under such Principal Credit Facility for such release or discharge, the holders of Notes shall receive
equivalent consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible
Officer certifying as to the matters set forth in clauses (i) through (iv). In the event of any such release, for purposes of Section 10.9,
all Indebtedness of such Subsidiary shall be deemed to have been incurred concurrently with such release


 




    	 	36	 



     


    

 


9.9.          Books
and Records.


 


The Company will, and
will cause each of its Subsidiaries to, maintain in all material respects proper books of record and account in conformity with
GAAP (or with respect to any Subsidiary organized and operating in a jurisdiction other than the United States of America, in conformity
to such jurisdiction’s generally accepted accounting principles) and all applicable requirements of any Governmental Authority
having legal or regulatory jurisdiction over the Company or such Subsidiary, as the case may be.


 


10.         Negative
Covenants.


 


From the date of this
Agreement until the Third Closing and thereafter, so long as any of the Notes are outstanding, the Company covenants that:


 


10.1.          Financial
Covenants.


 


(a)          Leverage
Ratio. The Company will not, as of the last day of any fiscal quarter (commencing with the fiscal quarter ending December 31,
2015), permit the ratio of (i) Consolidated Debt of the Company and its Subsidiaries as of such date to (ii) the sum of (A) Consolidated
Debt of the Company and its Subsidiaries as of such date plus (B) Consolidated Net Worth as of such date to exceed 0.60
to 1.00.


 


(b)          Interest
Coverage Ratio. The Company will not permit the ratio of (i) Consolidated EBITDA of the Company and its Subsidiaries for the
consecutive four fiscal quarter period ended as of the last day of any fiscal quarter of the Company (commencing with the fiscal
quarter ending December 31, 2015) to (ii) the sum of interest payable on, and amortization of debt discount in respect of, Debt
of the Company and its Subsidiaries during such period (calculated on a Pro Forma Basis to the extent a Material Acquisition or
Material Disposition occurred during such period), to be less than 3.00 to 1.00.


 


10.2.          [Reserved.]


 


10.3.          Limitation
on Liens.


 


The Company will not
create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of
its properties, whether now owned or hereafter acquired, other than:


 


(a)          Permitted
Liens;


 


(b)          Liens
securing purchase money Debt or Debt with respect to Capital Leases incurred to finance the acquisition, repair, construction,
improvement or lease of capital assets in an aggregate principal amount not to exceed $300,000,000 outstanding at any one time;
provided that (i) such Liens shall be created within 365 days of the acquisition, repair, construction, improvement or lease, as
applicable, of the related property and (ii) such Liens do not at any time encumber any property other than the property being
financed or improved by such Debt;


 




    	 	37	 



     


    

 


(c)          Liens
existing on the date hereof and disclosed on Schedule 10.3 hereof;


 


(d)          Liens
on property of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the
Company or becomes a Subsidiary of the Company or Liens assumed by the Company or a Subsidiary in connection with an acquisition
of assets by the Company or such Subsidiary in an acquisition permitted hereunder; provided that such Liens were not created
in contemplation of such merger, consolidation, acquisition or such Person becoming a Subsidiary and do not extend to any assets
other than those of the Person so merged into or consolidated with the Company or which becomes a Subsidiary or is acquired by
the Company or a Subsidiary;


 


(e)          any
replacement, extension or renewal of any Lien permitted by clauses (b), (c) or (d) of this Section 10.3, provided that
(i) no additional property shall be encumbered by such Liens and (ii) the principal amount of Debt secured by such Lien immediately
prior to such replacement, extension or renewal shall not be increased; and


 


(f)          other
Liens securing Debt of the Company or any Subsidiary, provided that the sum (without duplication) of (i) the aggregate outstanding
principal amount of Debt secured by all such Liens pursuant to this clause (f) plus (ii) the aggregate outstanding principal
amount of Debt pursuant to Section 10.9(k) shall not at any time exceed 15% of Consolidated Net Worth (determined as of the end
of the then most recently ended fiscal quarter of the Company for which financial statements have been delivered pursuant to Section
7.1(a) or Section 7.1(b)), provided further, that notwithstanding the foregoing, the Company shall not, and shall not permit
any of its Subsidiaries to, secure pursuant to this Section 10.3(f) any Debt outstanding under or pursuant to any Principal Credit
Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally
and ratably with such Debt pursuant to documentation reasonably acceptable to the Required Holders in substance and in form, including,
without limitation, an intercreditor agreement and opinions of counsel to the Company and/or any such Subsidiary, as the case may
be, from counsel that is reasonably acceptable to the Required Holders.


 


10.4.          Sales
of Assets.


 


The Company will not,
and will not permit any Subsidiary to, sell, lease or otherwise dispose of any substantial part (as defined below) of the assets
of the Company and its Subsidiaries; provided, however, that the Company or any Subsidiary may sell, lease or otherwise
dispose of assets constituting a substantial part of the assets of the Company and its Subsidiaries if, at such time and after
giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds
received from such sale, lease or other disposition (but only with respect to that portion of such assets that exceeds the definition
of “substantial part” set forth below) shall be used within 365 days of such sale, lease or disposition, in any combination:


 




    	 	38	 



     


    

 


(1)         to
acquire operating assets used or useful in carrying on the business of the Company and its Subsidiaries and having a value at least
equal to the value of such assets sold, leased or otherwise disposed of (but only with respect to that portion of such assets that
exceeds the definition of “substantial part” set forth below); and/or


 


(2)         to
prepay or retire Senior Debt of the Company and/or its Subsidiaries, provided that (i) the Company shall offer
to prepay each outstanding Note in a principal amount which equals the Ratable Portion for such Note, and (ii) any such prepayment
of the Notes shall be made at par, together with accrued interest thereon to, but not including, the date of such prepayment, plus
any Net Loss with respect to any Swapped Note and, subject to Section 8.10, less any Net Gain with respect to any Swapped Note,
but without the payment of the Make-Whole Amount, if any. Any offer of prepayment of the Notes pursuant to this Section 10.4
shall be given to each holder of the Notes by written notice that shall be delivered not less than fifteen (15) days and not more
than sixty (60) days prior to the proposed prepayment date. Each such notice shall state that it is given pursuant to this Section
and Section 8.4 of this Agreement, that the offer set forth in such notice must be accepted by such holder in writing and shall
also set forth (i) the prepayment date, (ii) a description of the circumstances which give rise to the proposed prepayment
and (iii) a calculation of the Ratable Portion for such holder’s Notes. Each holder of the Notes which desires to have
its Notes prepaid shall notify the Company in writing delivered not less than five (5) Business Days prior to the proposed prepayment
date of its acceptance of such offer of prepayment. The Company shall prepay on the prepayment date the Ratable Portion of Notes
held by each holder that has accepted such offer, together with accrued interest thereon.


 


As used in this Section 10.4,
a sale, lease or other disposition of assets shall be deemed to be a “substantial part” of the assets of the
Company and its Subsidiaries if the book value of such assets, when added to the book value of all other assets sold, leased or
otherwise disposed of by the Company and its Subsidiaries during the period beginning on the first day of the 12th complete
calendar month preceding the date of such sale, lease or other disposition and ending on such date, exceeds 15% of the book value
of Consolidated Total Assets, determined as of the end of the fiscal quarter immediately preceding such sale, lease or other disposition;
provided that there shall be excluded from any determination of a “substantial part” (i) any sale or disposition
of assets in the ordinary course of business of the Company and its Subsidiaries, (ii) any transfer of assets from the Company
to any Subsidiary or from any Subsidiary to the Company or a Subsidiary, (iii) any sale or transfer of property acquired by the
Company or any Subsidiary after the date of this Agreement to any Person within 365 days following the acquisition or construction
of such property by the Company or any Subsidiary if the Company or a Subsidiary shall concurrently with such sale or transfer,
lease such property, as lessee, (iv) any sale or disposition of obsolete, worn-out, uneconomical or surplus assets and (v) foreclosures
on, or condemnations of, assets.


 


10.5.          Merger
and Consolidation.


 


The Company will not,
and will not permit any of its Subsidiary Guarantors to, consolidate with or merge with any other Person or convey, transfer or
lease all or substantially all of its assets as an entirety in a single transaction or series of transactions to any Person, unless:


 




    	 	39	 



     


    

 


(a)          in
the case of any such transaction involving the Company, either the Company is the surviving Person or the successor formed by such
consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially
all of the assets of the Company as an entirety, as the case may be, (i) shall be a solvent corporation or limited liability company
organized and existing under the laws of the United States or any state thereof (including the District of Columbia), (ii) shall
have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each
covenant and condition of this Agreement and the Notes and (iii) shall have caused to be delivered to each holder of any Notes
an opinion of internationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required
Holders, to the effect that all agreements or instruments effecting such assumption hereunder are enforceable in accordance with
their terms and comply with the terms hereof;


 


(b)          in
the case of any such transaction involving a Subsidiary Guarantor, the successor formed by such consolidation or the survivor of
such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of such Subsidiary
Guarantor as an entirety, as the case may be, shall be (i) the Company, such Subsidiary Guarantor or another Subsidiary Guarantor;
(ii) a solvent corporation or limited liability company (other than the Company or another Subsidiary Guarantor) that is organized
and existing under the laws of the United States or any state thereof (including the District of Columbia) or the jurisdiction
of organization of such Subsidiary Guarantor, provided that such corporation or limited liability company, to the extent not the
Subsidiary Guarantor, shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance
and observance of each covenant and condition of the Subsidiary Guaranty of such Subsidiary Guarantor, and (B) the Company shall
have caused to be delivered to each holder of Notes an opinion of nationally recognized independent counsel in the appropriate
jurisdiction(s), or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements
or instruments effecting such assumption hereunder are enforceable in accordance with their terms and comply with the terms hereof;
or (iii) any other Person so long as the transaction is treated as a disposition of all of the assets of such Subsidiary Guarantor
for purposes of Section 10.4 and, based on such characterization, would be permitted pursuant to Section 10.4;


 


(c)          each
Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such
a series of transactions occurs reaffirms its obligations under such Subsidiary Guaranty in writing at such time pursuant to documentation
that is reasonably acceptable to the Required Holders; and


 


(d)          immediately
before and immediately after giving effect to such transaction or each transaction in any such series of transactions, no Default
or Event of Default shall have occurred and be continuing.


 




    	 	40	 



     


    

 


No such conveyance, transfer
or lease of substantially all of the assets of the Company or any Subsidiary Guarantor shall have the effect of releasing the Company
or such Subsidiary Guarantor, as the case may be, or any successor corporation or limited liability company that shall theretofore
have become such in the manner prescribed in this Section 10.5, from its liability under (x) this Agreement or the Notes (in
the case of the Company) or (y) the Subsidiary Guaranty (in the case of any Subsidiary Guarantor), unless, in the case of the conveyance,
transfer or lease of substantially all of the assets of a Subsidiary Guarantor, such Subsidiary Guarantor is released from its
Subsidiary Guaranty in accordance with Section 9.8(b) in connection with or immediately following such conveyance, transfer or
lease.


 


10.6.          Transactions
with Affiliates.


 


The Company will not
and will not permit any Subsidiary to enter into directly or indirectly any Material transaction or Material group of related transactions
(including, without limitation, to the extent Material, the purchase, lease, sale or exchange of properties of any kind or the
rendering of any service) with any Affiliate (other than the Company or another Subsidiary), except upon fair and reasonable terms
that are not materially less favorable, taken as a whole, to the Company or such Subsidiary than would be obtainable in a comparable
arm’s-length transaction with a Person not an Affiliate; provided, that the foregoing restriction shall not apply to any
of the following: (a) reasonable and customary fees paid to members of the board of directors (or similar governing body) of the
Company and its Subsidiaries; (b) compensation arrangements (including severance arrangements to the extent approved by a majority
of the disinterested members of the Company’s or the applicable Subsidiary’s board of directors (or similar governing
body) or the applicable committee thereof) for present or former officers and other employees entered into in the ordinary course
of business; (c) indemnities provided for the benefit of directors, officers or employees of the Company and its Subsidiaries in
the ordinary course of business; and (d) loans and advances to employees of the Company and its Subsidiaries permitted hereunder,
in each case under this clause (d), solely to the extent consistent with past practices and in the ordinary course of business.
As used herein, “Material” shall mean an amount equal to at least 5% of book value of the consolidated assets of the
Company and its Subsidiaries.


 


10.7.          Terrorism
Sanctions Regulations.


 


The Company will not
and will not permit any Controlled Entity to (a) become (including by virtue of being owned or controlled by a Blocked Person),
own or control a Blocked Person or (b) directly or indirectly have any investment in or engage in any dealing or transaction (including
any investment, dealing or transaction involving the proceeds of the Notes) with any Person if such investment, dealing or transaction
(i) would be in violation of any U.S. Economic Sanctions applicable to the Company or such Controlled Entity, or (ii) would result
in the imposition of any U.S. Economic Sanctions against the Company or such Controlled Entity, except, in the case of this clause
(b), to the extent that such violation or sanctions, if imposed, could not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect.


 




    	 	41	 



     


    

 


10.8.          Line
of Business.


 


The Company will not
and will not permit any Subsidiary to engage in any business if, as a result, the general nature of the business in which the Company
and its Subsidiaries, taken as a whole, would then be engaged would be substantially changed from the general nature of the business
in which the Company and its Subsidiaries, taken as a whole, are engaged on the date of this Agreement as described in the Memorandum.


 


10.9.          Subsidiary
Debt.


 


The Company will not
permit any of its Subsidiaries to create or suffer to exist any Debt other than:


 


(a)          Debt
owed to the Company or any other Subsidiary of the Company;


 


(b)          Debt
existing on the date hereof and disclosed on Schedule 10.9 hereof;


 


(c)          purchase
money Debt or Debt with respect to Capital Leases incurred to finance the acquisition, repair, construction, improvement or lease
of capital assets in an aggregate principal amount not to exceed $300,000,000 outstanding at any one time;


 


(d)          Debt
of any Subsidiary Guarantor (so long as the requirements of Section 9.8 shall have been met);


 


(e)          endorsement
of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;


 


(f)          Debt
of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company or
becomes a Subsidiary of the Company or Debt of any Person that is assumed by a Subsidiary in connection with an acquisition of
assets by such Subsidiary in an acquisition permitted hereunder, provided that such Debt shall not have been incurred in
contemplation of such merger, consolidation or acquisition or such Person becoming a Subsidiary of the Company;


 


(g)          Debt
with respect to Swap Agreements incurred in the ordinary course of business and not for speculative purposes;


 


(h)          Debt
under bid bonds, performance bonds, surety bonds, bonds to secure statutory obligations (including obligations under workers compensation,
unemployment insurance and other social security legislation) and similar obligations, in each case, incurred by such Subsidiaries
in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such bid bonds,
performance bonds, surety bonds and similar obligations;


 


(i)          Debt
deemed to exist in connection with agreements providing for indemnification, adjustment of purchase price, deferred purchase price,
escrow arrangements, earn-outs or similar obligations, or from guaranties, surety bonds or performance bonds securing the performance
of the Company or any of its Subsidiaries pursuant to such agreements, in connection with acquisitions or dispositions permitted
hereunder;


 




    	 	42	 



     


    

 


(j)          Debt
which serves to extend, replace, refund, renew, defease or refinance any Debt incurred under clause (b) or clause (f) of this Section
10.9 that does not increase the outstanding principal amount thereof (other than with respect to unpaid accrued interest and premiums
(including tender premiums) thereon, any committed or undrawn amounts, defeasance costs, underwriting discounts, fees, commissions
and expenses associated with such Debt); and


 


(k)          additional
Debt, provided that the sum (without duplication) of (i) the aggregate outstanding principal amount of Debt pursuant to
this clause (k) plus (ii) the aggregate outstanding principal amount of Debt secured by Liens pursuant to Section 10.3(f)
shall not at any time exceed 15% of Consolidated Net Worth (determined as of the end of the then most recently ended fiscal quarter
of the Company for which financial statements have been provided pursuant to Section 7.1(a) or Section 7.1(b)).


 


11.         Events
of Default.


 


An “Event
of Default” shall exist if any of the following conditions or events shall occur and be continuing:


 


(a)          the
Company defaults in the payment of any principal or Make-Whole Amount or Net Loss, if any, on any Note when the same becomes due
and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise; or


 


(b)          the
Company defaults in the payment of any interest on any Note for more than five Business Days after the same becomes due and payable;
or


 


(c)          (i)
the Company defaults in the performance of or compliance with any term contained in Section 10 or (ii) any Subsidiary Guarantor
defaults in the performance of or compliance with any term of the Subsidiary Guaranty beyond any period of grace or cure period
provided with respect thereto; or


 


(d)          the
Company defaults in the performance of or compliance with any term contained herein (other than those referred to in paragraphs
(a), (b) and (c) of this Section 11) and such default is not remedied within 30 days after the earlier of (i) a Responsible
Officer obtaining actual knowledge of such default or (ii) the Company receiving written notice of such default from any holder
of a Note (any such written notice to be identified as a “notice of default” and to refer specifically to this paragraph
(d) of Section 11); or


 


(e)          any
Subsidiary Guaranty ceases to be a legally valid, binding and enforceable obligation or contract of a Subsidiary Guarantor, or
any Subsidiary Guarantor challenges the validity, binding nature or enforceability of any such Subsidiary Guaranty; or


 




    	 	43	 



     


    

 


(f)          any
representation or warranty made in writing by or on behalf of the Company or Subsidiary Guarantor in this Agreement or any Subsidiary
Guaranty or by any officer of the Company or any Subsidiary Guarantor in any writing furnished in connection with the transactions
contemplated hereby or by any Subsidiary Guaranty proves to have been false or incorrect in any material respect on the date as
of which made; or


 


(g)          (i) the
Company, any Material Subsidiary or any Subsidiary Guarantor is in default (as principal or as guarantor or other surety) in the
payment of any principal of or premium or make-whole amount or interest (in the payment amount of at least $100,000) on any Debt
other than the Notes that is outstanding in an aggregate principal amount of at least $100,000,000 beyond any period of grace provided
with respect thereto, or (ii) the Company, any Material Subsidiary or any Subsidiary Guarantor is in default in the performance
of or compliance with any term of any instrument, mortgage, indenture or other agreement relating to any Debt other than the Notes
in an aggregate principal amount of at least $100,000,000 or any other condition exists, and as a consequence of such default or
condition such Debt has become, or has been declared, due and payable, or (iii) as a consequence of the occurrence or continuation
of any event or condition (other than the passage of time or the right of the holder of Debt to convert such Debt into equity interests
or a prepayment or redemption required solely as a result of the proceeds of such Debt not having been applied to consummate a
transaction or toward any other purpose for which such Debt was incurred), the Company, any Material Subsidiary or any Subsidiary
Guarantor has become obligated to purchase or repay Debt other than the Notes before its regular maturity or before its regularly
scheduled dates of payment in an aggregate outstanding principal amount of at least $100,000,000; or


 


(h)          the
Company, any Material Subsidiary or any Subsidiary Guarantor (i) is generally not paying, or admits in writing its inability
to pay, its debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition
for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy,
insolvency, reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the benefit
of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers
with respect to it or with respect to any substantial part of its property, (v) is adjudicated as insolvent or to be liquidated,
or (vi) takes corporate action for the purpose of any of the foregoing; or


 


(i)          a
court or other Governmental Authority of competent jurisdiction enters an order appointing, without consent by the Company, any
of its Material Subsidiaries or any Subsidiary Guarantor, a custodian, receiver, trustee or other officer with similar powers with
respect to it or with respect to any substantial part of its property, or constituting an order for relief or approving a petition
for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency
law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of the Company, any of its Material Subsidiaries
or any Subsidiary Guarantor, or any such petition shall be filed against the Company, any of its Material Subsidiaries or any Subsidiary
Guarantor and such petition shall not be dismissed within 60 days; or


 




    	 	44	 



     


    

 


(j)          a
final judgment or judgments at any one time outstanding for the payment of money aggregating in excess of $100,000,000 are rendered
against one or more of the Company, any of its Material Subsidiaries or any Subsidiary Guarantor and which judgments are not, within
60 days after entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within 60 days after the expiration
of such stay; or


 


(k)          if
(i) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or
a waiver of such standards or extension of any amortization period is sought or granted under section 412 of the Code, (ii) a
notice of intent to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have
instituted proceedings under section 4042 of ERISA to terminate or appoint a trustee to administer any Plan or the PBGC shall
have notified the Company or any ERISA Affiliate that a Plan may become a subject of any such proceedings, (iii) the aggregate
“amount of unfunded benefit liabilities” (within the meaning of section 4001(a)(18) of ERISA) under all Plans,
determined in accordance with Title IV of ERISA, shall exceed $100,000,000, (iv) the Company or any ERISA Affiliate shall
have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax
provisions of the Code relating to employee benefit plans, (v) the Company or any ERISA Affiliate withdraws from any Multiemployer
Plan, or (vi) the Company or any Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment
welfare benefits in a manner that could increase the liability of the Company or any Subsidiary thereunder; and any such event
or events described in clauses (i) through (vi) above, either individually or together with any other such event or events, could
reasonably be expected to have a Material Adverse Effect.


 


As used in Section 11(k), the terms
“employee benefit plan” and “employee welfare benefit plan” shall have the respective meanings
assigned to such terms in Section 3 of ERISA.


 


12.         Remedies
on Default, Etc.


 


12.1.          Acceleration.


 


(a)          If
an Event of Default with respect to the Company described in paragraph (h) or (i) of Section 11 (other than an Event of Default
described in clause (i) of paragraph (h) or described in clause (vi) of paragraph (h) by virtue of the fact that such clause encompasses
clause (i) of paragraph (h)) has occurred, all Notes of every Series then outstanding shall automatically become immediately due
and payable.


 


(b)          If
any other Event of Default has occurred and is continuing, any holder or holders of more than 50% in aggregate principal amount
of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all Notes
then outstanding to be immediately due and payable.


 


(c)          If
any Event of Default described in paragraph (a) or (b) of Section 11 has occurred and is continuing with respect to any Notes,
any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option,
by notice or notices to the Company, declare all the Notes held by such holder or holders to be immediately due and payable.


 




    	 	45	 



     


    

 


Upon any Notes becoming
due and payable under this Section 12.1, whether automatically or by declaration, such Note will forthwith mature and the
entire unpaid principal amount of such Note, plus (i) all accrued and unpaid interest thereon (including, but not limited
to, interest accrued thereon at the Default Rate) plus (ii) the Make-Whole Amount, if any, determined in respect of such principal
amount (to the full extent permitted by applicable law) plus (iii) any Net Loss with respect to any Swapped Note, shall all be
immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby
waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment
in the Notes free from repayment by the Company (except as herein specifically provided for) and that the provision for payment
of the Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default,
is intended to provide compensation for the deprivation of such right under such circumstances.


 


12.2.          Other
Remedies.


 


If any Default or Event
of Default has occurred and is continuing, and irrespective of whether any Notes have become or have been declared immediately
due and payable under Section 12.1, the holder of any Note at the time outstanding may proceed to protect and enforce the
rights of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance
of any agreement contained herein or in any Note or Subsidiary Guaranty, or for an injunction against a violation of any of the
terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.


 


12.3.          Rescission.


 


At any time after the
Notes have been declared due and payable pursuant to clause (b) or (c) of Section 12.1, the holders of not less than
50.1% in aggregate principal amount of the Notes then outstanding, by written notice to the Company, may rescind and annul any
such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes, all principal of and
Make-Whole Amount, if any, and Net Loss, if any, on any Notes that are due and payable and are unpaid other than by reason of such
declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and Net Loss, if any, and (to the extent
permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor
any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of
Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured
or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies
due pursuant hereto or to any Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent
Event of Default or Default or impair any right consequent thereon.


 




    	 	46	 



     


    

 


12.4.          No
Waivers or Election of Remedies, Expenses, Etc.


 


No course of dealing
and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or
otherwise prejudice such holder’s rights, powers or remedies. No right, power or remedy conferred by this Agreement, any
Subsidiary Guaranty or by any Note upon any holder thereof shall be exclusive of any other right, power or remedy referred to herein
or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Company
under Section 15, the Company will pay to the holder of each Note on demand such further amount as shall be sufficient to
cover all costs and expenses of such holder incurred in any enforcement or collection under this Section 12, including, without
limitation, reasonable attorneys’ fees, expenses and disbursements.


 


13.         Registration;
Exchange; Substitution of Notes.


 


13.1.          Registration
of Notes.


 


The Company shall keep
at its principal executive office a register for the registration and registration of transfers of Notes. The name and address
of each holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall
be registered in such register. Prior to due presentment for registration of transfer, the Person in whose name any Note shall
be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall not be
affected by any notice or knowledge to the contrary. The Company shall give to any holder of a Note that is an Institutional Investor
promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes.


 


13.2.          Transfer
and Exchange of Notes.


 


Upon surrender of any
Note to the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)), for
registration of transfer or exchange (and in the case of a surrender for registration of transfer accompanied by a written instrument
of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and
accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within
ten Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as provided below),
one or more new Notes (as requested by the holder thereof) of the same Series in exchange therefor, in an aggregate principal amount
equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder
may request in accordance with this Agreement, and shall be substantially in the form of the Note of such Series originally issued
hereunder. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered
Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of
a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not
be transferred in denominations of less than CHF100,000 (in the case of Series A Notes, Series D Notes, Series I Notes, Series
L Notes and Series M Notes) or €100,000 (in the case of Series B Notes, Series C Notes, Series E Notes, Series F Notes, Series
G Notes, Series H Notes, Series J Notes and Series K Notes), provided that if necessary to enable the registration of transfer
by a holder of its entire holding of Notes, one Note may be in a denomination of less than CHF100,000 (in the case of Series A
Notes, Series D Notes, Series I Notes, Series L Notes and Series M Notes) or €100,000 (in the case of Series B Notes, Series
C Notes, Series E Notes, Series F Notes, Series G Notes, Series H Notes, Series J Notes and Series K Notes). Any transferee, by
its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set
forth in Section 6.3, provided, that in lieu thereof such holder may (in reliance upon information provided by the
Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by any holder of any Note
will not constitute a non-exempt prohibited transaction under section 406(a) of ERISA.


 




    	 	47	 



     


    

 


The Notes have not
been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless
registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such
registration is available.


 


13.3.          Replacement
of Notes.


 


Upon receipt by the
Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)) of evidence reasonably
satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in
the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction
or mutilation), and


 


(a)          in
the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such
Note is, or is a nominee for, an original Purchaser or another holder of a Note with a minimum net worth of at least $50,000,000
or a Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory),
or


 


(b)          in
the case of mutilation, upon surrender and cancellation thereof,


 


the Company at its own expense shall execute
and deliver not more than five Business Days following satisfaction of such conditions, in lieu thereof, a new Note of the same
Series as such lost, stolen, destroyed or mutilated Notes, dated and bearing interest from the date to which interest shall have
been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note
if no interest shall have been paid thereon.


 


14.         Payments
on Notes.


 


14.1.          Place
of Payment.


 


Subject to Section 14.2,
payments of principal, Make-Whole Amount, if any, Net Loss, if any, and interest becoming due and payable on the Notes shall be
made in New York, New York at the principal office of Bank of America, N.A. in such jurisdiction. The Company may at any time,
by notice to each holder of a Note, change the place of payment of the Notes so long as such place of payment shall be either the
principal office of the Company in such jurisdiction or the principal office of a bank or trust company in such jurisdiction.


 




    	 	48	 



     


    

 


14.2.          Home
Office Payment.


 


So long as any Purchaser
or such Purchaser’s nominee shall be the holder of any Note, and notwithstanding anything contained in Section 14.1
or in such Note to the contrary, the Company will pay all sums becoming due on such Note for principal, Make-Whole Amount, if any,
Net Loss, if any, interest and all other amounts becoming due hereunder by the method and at the address specified for such purpose
for such Purchaser on Schedule A hereto, or by such other method or at such other address as such Purchaser shall have from
time to time specified to the Company in writing for such purpose, without the presentation or surrender of such Note or the making
of any notation thereon, except that upon written request of the Company made concurrently with or reasonably promptly after payment
or prepayment in full of any Note, such Purchaser shall surrender such Note for cancellation, reasonably promptly after any such
request, to the Company at its principal executive office or at the place of payment most recently designated by the Company pursuant
to Section 14.1. Prior to any sale or other disposition of any Note held by any Purchaser or its nominee, such Purchaser will,
at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid
thereon or surrender such Note to the Company in exchange for a new Note or Notes of such series pursuant to Section 13.2.
The Company will afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or indirect transferee
of any Note purchased by a Purchaser under this Agreement that has made the same agreement relating to such Note as the Purchasers
have made in this Section 14.2.


 


15.         Expenses,
Etc.


 


15.1.          Transaction
Expenses.


 


Whether or not the
transactions contemplated hereby are consummated, the Company will pay all out-of-pocket costs and expenses (including reasonable
and documented attorneys’ fees of a special counsel for the Purchasers and, if reasonably required by the Required Holders,
local or other counsel) reasonably incurred by each Purchaser and each other holder of a Note in connection with such transactions
and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes and any Subsidiary
Guaranty (whether or not such amendment, waiver or consent becomes effective) including, without limitation: (a) the costs
and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement,
the Notes or any Subsidiary Guaranty or in responding to any subpoena or other legal process or informal investigative demand issued
in connection with this Agreement, the Notes or any Subsidiary Guaranty, or by reason of being a holder of any Note, (b) the
costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company
or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes
and any Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and
all related documents and financial information with the SVO provided that such costs and expenses under this clause (c) shall
not exceed $20,450. The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims
in respect of any fees, costs or expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser or
other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any
payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note.


 




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15.2.          Survival.


 


The obligations of
the Company under this Section 15 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of
any provision of this Agreement, the Notes or any Subsidiary Guaranty, and the termination of this Agreement.


 


16.         Survival
of Representations and Warranties; Entire Agreement.


 


All representations
and warranties contained herein or in any certificate or other instrument delivered by or on behalf of the Company pursuant to
this Agreement shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser
of any such Note or portion thereof or interest therein and the payment of any Note and may be relied upon by any subsequent holder
of any such Note, regardless of any investigation made at any time by or on behalf of any Purchaser or any other holder of any
such Note. Subject to the preceding sentence, this Agreement, the Notes and any Subsidiary Guaranty embody the entire agreement
and understanding between the Purchasers and the Company and supersede all prior agreements and understandings relating to the
subject matter hereof (other than the Company’s undertakings with respect to the swap indemnity set forth in the Private
Placement Transaction Memorandum to Investors and any separate swap indemnity letter, in each case issued on or about November
24, 2015, which shall survive).


 


17.         Amendment
and Waiver.


 


17.1.          Requirements.


 


This Agreement and
the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively),
with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of
any of the provisions of Section 1, 2, 3, 4, 6 or 21 hereof, or any defined term (as it is used therein), will be effective
as to any holder of Notes unless consented to by such holder of Notes in writing, and (b) no such amendment or waiver may,
without the written consent of (i) at any time prior to the Second Closing Date, each holder of a Note issued at the First Closing
at the time outstanding (exclusive of Notes then owned by the Company or any of its Affiliates and any Notes held by parties who
are contractually required to abstain from voting with respect to matters affecting the holders of the Notes) and each Purchaser
of a Note, if any, to be issued at the Second Closing and the Third Closing, (ii) at any time prior to the Third Closing Date,
each holder of a Note issued at the First Closing and the Second Closing at the time outstanding (exclusive of Notes then owned
by the Company or any of its Affiliates and any Notes held by parties who are contractually required to abstain from voting with
respect to matters affecting the holders of the Notes) and each Purchaser of a Note, if any, to be issued at the Third Closing,
and (iii) at any time on or after the Third Closing Date, each holder of a Note at the time outstanding (exclusive of Notes then
owned by the Company or any of its Affiliates and any Notes held by parties who are contractually required to abstain from voting
with respect to matters affecting the holders of the Notes), (A) subject to the provisions of Section 12 relating to
acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change
the time of payment or method of computation of interest (if such change results in a decrease in the interest rate), the Make-Whole
Amount, if any, or the Net Loss, Net Gain or Swap Breakage Amount, (B) change the percentage of the principal amount of the
Notes the holders of which are required to consent to any such amendment or waiver, (C) change the principal amount of the Notes
that the Purchasers are to purchase pursuant to Section 2 at the Second Closing or the Third Closing upon the satisfaction of the
conditions to Closing that appear in Section 4 or (D) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.


 




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17.2.          Solicitation
of Holders of Notes.


 


(a)          Solicitation.
The Company will provide each holder of the Notes (irrespective of the amount of Notes then owned by it) with such information
as requested, in advance of the date a decision is required, to enable such holder to make an informed and considered decision
with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof or of the Notes or any Subsidiary
Guaranty. The Company will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to
the provisions of this Section 17 to each holder of outstanding Notes promptly following the date on which it is executed
and delivered by, or receives the consent or approval of, the requisite Purchasers or holders of Notes.


 


(b)          Payment.
The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional
interest, fee or otherwise, or grant any security or provide other credit support, to any Purchaser or holder of Notes as consideration
for or as an inducement to the entering into by any Purchaser or holder of Notes of any waiver or amendment of any of the terms
and provisions hereof or any Subsidiary Guaranty unless such remuneration is concurrently paid, or security is concurrently granted
or other credit support is concurrently provided, on the same terms, ratably to each Purchaser and each holder of Notes then outstanding
even if such Purchaser or holder did not consent to such waiver or amendment.


 


(c)          Consent
in Contemplation of Transfer. Any consent made pursuant to this Section 17 or any Subsidiary Guaranty by a holder of Notes
that has transferred or has agreed to transfer its Notes to the Company, any Subsidiary or any Affiliate of the Company and has
provided or has agreed to provide such written consent as a condition to such transfer shall be void and of no force or effect
except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have
been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired
under the same or similar conditions) shall be void and of no force or effect except solely as to such holder.


 




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17.3.          Binding
Effect, Etc.


 


Any amendment or waiver
consented to as provided in this Section 17 or any Subsidiary Guaranty applies equally to all holders of Notes and is binding
upon them and upon each future holder of any Note and upon the Company without regard to whether such Note has been marked to indicate
such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or
Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Company
and any Purchaser or holder of any Note nor any delay in exercising any rights hereunder or under any Note or Subsidiary Guaranty
shall operate as a waiver of any rights of any Purchaser or holder of such Note. As used herein, the term “this Agreement”
and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.


 


17.4.          Notes
Held by Company, Etc.


 


Solely for the purpose
of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved
or consented to any amendment, waiver or consent to be given under this Agreement, the Notes or any Subsidiary Guaranty, or have
directed the taking of any action provided herein or in the Notes or any Subsidiary Guaranty to be taken upon the direction of
the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly
owned by the Company or any of its Affiliates shall be deemed not to be outstanding.


 


18.         Notices.


 


Except to the extent
otherwise provided in Section 7.4, all notices and communications provided for hereunder shall be in writing and sent (a) by
telecopy if the sender on the same day sends a confirming copy of such notice by an internationally recognized overnight delivery
service (charges prepaid), (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by
an internationally recognized overnight delivery service (with charges prepaid). Any such notice must be sent:


 


(i)          if
to a Purchaser or its nominee, to such Purchaser or its nominee at the address specified for such communications in Schedule A
to this Agreement, or at such other address as such Purchaser or nominee shall have specified to the Company in writing pursuant
to this Section 18;


 


(ii)         if
to any other holder of any Note, to such holder at such address as such other holder shall have specified to the Company in writing
pursuant to this Section 18, or


 


(iii)        if
to the Company, to the Company at its address set forth at the beginning hereof to the attention of Chief Financial Officer, with
a copy to the General Counsel, or at such other address as the Company shall have specified to the holder of each Note in writing.


 


Notices under this Section 18 will
be deemed given only when actually received.


 




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19.         Reproduction
of Documents.


 


This Agreement and
all documents relating thereto, including, without limitation, (a) consents, waivers and modifications that may hereafter
be executed, (b) documents received by any Purchaser at the Closing (except the Notes themselves), and (c) financial
statements, certificates and other information previously or hereafter furnished to any Purchaser, may be reproduced by such Purchaser
by any photographic, photostatic, electronic, digital, or other similar process and such Purchaser may destroy any original document
so reproduced. The Company agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be
admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence
and whether or not such reproduction was made by such Purchaser in the regular course of business) and any enlargement, facsimile
or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 19 shall not prohibit
the Company or any other holder of Notes from contesting any such reproduction to the same extent that it could contest the original,
or from challenging the accuracy of any such reproduction.


 


20.         Confidential
Information.


 


For the purposes of
this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf
of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that
is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser
as being confidential information of the Company or such Subsidiary, provided that such term does not include information
that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently
becomes publicly known through no act or omission by such Purchaser or any Person acting on such Purchaser’s behalf, (c) otherwise
becomes known to such Purchaser other than through disclosure by the Company or any Subsidiary or (d) constitutes financial
statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain
the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect
confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose
Confidential Information to (i) such Purchaser’s directors, trustees, officers, employees, agents, attorneys and affiliates
(to the extent such disclosure reasonably relates to the administration of the investment represented by such Purchaser’s
Notes), (ii) such Purchaser’s financial advisors and other professional advisors who agree to hold confidential the
Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any
Note, (iv) any Institutional Investor to which such Purchaser sells or offers to sell such Note or any part thereof or any
participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by
the provisions of this Section 20), (v) any Person from which such Purchaser offers to purchase any security of the Company
(if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this
Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC
or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information
about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be
necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in
response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party
in connection with the transaction described herein or (z) if an Event of Default has occurred and is continuing, to the extent
such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the
protection of the rights and remedies under such Purchaser’s Notes, any Subsidiary Guaranty and this Agreement. Each holder
of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this
Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery
to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder
(other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company
embodying the provisions of this Section 20.


 




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In
the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with
the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree
to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise)
which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder
and the Company, this Section 20 shall supersede any such other confidentiality undertaking.


 


21.         Substitution
of Purchaser.


 


Each
Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or any one of such other Purchaser’s
Affiliates (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder,
by written notice to the Company, which notice shall be signed by both such Purchaser and such Substitute Purchaser, shall contain
such Substitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute
Purchaser of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference
to such Purchaser in this Agreement (other than in this Section 21), shall be deemed to refer to such Substitute Purchaser in
lieu of such original Purchaser. In the event that such Substitute Purchaser is so substituted as a Purchaser hereunder and such
Substitute Purchaser thereafter transfers to such original Purchaser all of the Notes then held by such Substitute Purchaser,
upon receipt by the Company of notice of such transfer, any reference to such Substitute Purchaser as a “Purchaser”
in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Substitute Purchaser, but shall
refer to such original Purchaser and such original Purchaser shall again have all the rights of an original holder of the Notes
under this Agreement.


 


22.         Miscellaneous.


 


22.1.          Successors
and Assigns.


 


All
covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto bind and inure to the
benefit of their respective successors and assigns (including, without limitation, any subsequent holder of a Note) whether so
expressed or not.


 




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22.2.          Payments
Due on Non-Business Days.


 


Anything
in this Agreement or the Notes to the contrary notwithstanding (but without limiting the requirement in Section 8.6 that
the notice of any optional prepayment specify a Business Day as the date fixed for such prepayment), any payment of principal
of or Make-Whole Amount, interest or Net Loss on any Note that is due on a date other than a Business Day shall be made on the
next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such
next succeeding Business Day.


 


22.3.          Accounting
Terms; GAAP; Pro Forma Calculations.


 


(a)          Except
as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance
with generally accepted accounting principles in the United States of America as in effect from time to time (“GAAP”);
provided that, if the Company notifies each holder of the Notes that the Company requests an amendment to any provision
hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation
of such provision (or if the Required Holders notify the Company that the Required Holders request an amendment to any provision
hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application
thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change
shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding
any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations
of amounts and ratios referred to herein shall be made (a) without giving effect to any election under Accounting Standards Codification
825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect)
to value any Debt or other liabilities of the Company or any Subsidiary at “fair value”, as defined therein, (b) without
giving effect to any treatment of Debt in respect of convertible debt instruments under Accounting Standards Codification 470-20
(or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any
such Debt in a reduced or bifurcated manner as described therein, and such Debt shall at all times be valued at the full stated
principal amount thereof, and (c) without giving effect to any change to GAAP occurring after the date hereof as a result of the
adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial
Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection
therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as
a capital lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP as in effect
on the date hereof.


 




    	 	55	 



     


    

 


(b)          All
pro forma computations required to be made hereunder giving effect to any acquisition, disposition or issuance, incurrence or
assumption of Debt, or other transaction shall in each case be calculated after giving pro forma effect thereto (and, in the case
of any pro forma computation made hereunder, to determine whether such acquisition, disposition or issuance, incurrence or assumption
of Debt or other transaction is permitted to be consummated hereunder) immediately after giving effect to such acquisition, disposition
or issuance, incurrence or assumption of Debt (and to any other such transaction consummated since the first day of the period
for which such pro forma computation is being made and on or prior to the date of such computation) as if such transaction had
occurred on the first day of the Reference Period most recently ended for which financial statements shall have been delivered
pursuant to Section 7.1(a) or 7.1(b), and, to the extent applicable, the historical earnings and cash flows associated with the
assets acquired or disposed of, any related incurrence or reduction of Debt and any related cost savings, operating expense reductions
and synergies, all in accordance with (and, in the case of cost savings, operating expense reductions and synergies, to the extent
permitted by) Article 11 of Regulation S-X under the Securities Act. If any Debt bears a floating rate of interest and is being
given pro forma effect, the interest on such Debt shall be calculated as if the rate in effect on the date of determination had
been the applicable rate for the entire period for which such pro forma computation is being made (taking into account any Swap
Agreement applicable to such Debt).


 


22.4.          Severability.


 


Any
provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such
provision in any other jurisdiction.


 


22.5.          Construction.


 


Each
covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant
contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to
excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which such
Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such
Person.


 


For
the avoidance of doubt, all Schedules and Exhibits attached to this Agreement shall be deemed to be a part hereof.


 


22.6.          Counterparts.


 


This
Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute
one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by
all, of the parties hereto.


 




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22.7.          Governing
Law.


 


This
Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the
State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws
of a jurisdiction other than such State.


 


22.8.          Jurisdiction
and Process; Waiver of Jury Trial.


 


(a)          The
Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of
Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes.
To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion,
as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now
or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that
any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.


 


(b)          The
Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature
referred to in Section 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form
of mail), postage prepaid, return receipt requested, to it at its address specified in Section 18 or at such other address
of which such holder shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt
(i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall,
to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to
it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States
Postal Service or any reputable commercial delivery service.


 


(c)          Nothing
in this Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit
any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate
jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.


 


(d)          The
parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document
executed in connection herewith or therewith.


 




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22.9.          Obligation
to Make Payment in the Applicable Currency.


 


Subject
to Section 8.10, any payment on account of an amount that is payable hereunder or under the Notes in the Applicable Currency which
is made to or for the account of any holder of Notes in any other currency, whether as a result of any judgment or order or the
enforcement thereof or the realization of any security or the liquidation of the Company or any Subsidiary, shall constitute a
discharge of the obligation of the Company under this Agreement or the Notes only to the extent of the amount of the Applicable
Currency which such holder could purchase in the foreign exchange markets in London, England, with the amount of such other currency
in accordance with normal banking procedures at the rate of exchange prevailing on the London Banking Day following receipt of
the payment first referred to above. If the amount of the Applicable Currency that could be so purchased is less than the amount
of the Applicable Currency originally due to such holder, the Company agrees to the fullest extent permitted by law, to indemnify
and save harmless such holder from and against all loss or damage arising out of or as a result of such deficiency. This indemnity
shall, to the fullest extent permitted by law, constitute an obligation separate and independent from the other obligations contained
in this Agreement and the Notes, shall give rise to a separate and independent cause of action, shall apply irrespective of any
indulgence granted by such holder from time to time and shall continue in full force and effect notwithstanding any judgment or
order for a liquidated sum in respect of an amount due hereunder or under the Notes or under any judgment or order. As used herein
the term “London Banking Day” shall mean any day other than Saturday or Sunday or a day on which commercial
banks are required or authorized by law to be closed in London, England.


 


22.10.         Principal
Amount and Percentage Determination.


 


For
purposes of calculating the principal amount of any Note of any Series held by any holder in connection with the determination
of any required percentage of all Notes under this Agreement, the Notes or any Subsidiary Guaranty Agreement or in connection
with any allocation of an optional prepayment pursuant to Section 8.2 and Section 8.5 or an offer to prepay pursuant to Section
8.4 or Section 8.8, the outstanding principal amount of (a) any Series A Note, Series D Note, Series I Note, Series L Note or
Series M Note at the time of such determination shall be converted to Dollars at the Swiss Franc Conversion Rate, and (b) any
Series B Note, Series C Note, Series E Note, Series F Note, Series G Note, Series H Note, Series J Note or Series K Note at the
time of such determination shall be converted to Dollars at the Euro Conversion Rate, in each case, notwithstanding any currency
exchange rate fluctuations.


 


22.11.         Change
of Currency.


 


(a)          Change
of Swiss Franc Currency. If at any time there is a change in the currency of Switzerland such that the Swiss National
Bank recognizes a new currency or more than one currency or currency unit as the lawful currency of Switzerland such that the
Swiss Francs reference is no longer applicable (including, without limitation, any change to the Euro as the lawful currency of
Switzerland), the references in, and obligations arising under, this Agreement expressed in Swiss Francs shall be translated into
such currency or currency unit of Switzerland or, in the case of more than one new currency or currency unit, in the manner as
agreed by the Required Holders and the Company. Any such translation shall be made at the official rate of exchange recognized
for that purpose by the Swiss National Bank, rounded up or down as agreed by the Required Holders and the Company.


 




    	 	58	 



     


    

 


(b)          Change
of Euro Currency. If at any time the Euro ceases to exist, the references in, and obligations arising under, this Agreement
expressed in Euros shall be translated into a new currency or currency unit agreed upon by the Required Holders and the Company
in the manner agreed by the Required Holders and the Company. Any such translation shall be made at the official rate of exchange
recognized for that purpose by the Citibank, N.A., rounded up or down as agreed by the Required Holders and the Company.


 


(c)          Amendments
to this Agreement. Where such a change in currency occurs, this Agreement shall be amended and shall take effect in the
manner agreed by the Required Holders and the Company so as to reflect that change and make all necessary changes to the covenants
contained in Section 9 and Section 10 and to such other provisions of this Agreement that refer to Swiss Francs or Euros, as applicable,
as deemed reasonably necessary and, so far as practicable, to place the Company and the holders of the Notes in the substantially
identical position each would have been in had no change in currency occurred. The Company and the holders of the Notes agree
to use all reasonable efforts to execute and deliver all amendments to this Agreement which are necessary to effectuate this Section
22.11.


 


* * * * *


 


The
execution hereof by the Purchasers shall constitute a contract among the Company and the Purchasers for the uses and purposes
hereinabove set forth. This Agreement may be executed in any number of counterparts, each executed counterpart constituting an
original but all together only one agreement.


 




    	 	59	 



     


    

 





	 	Very truly yours,
	 	 
	 	Dentsply International
    Inc.


 


 


	 	By:	/s/ William E. Reardon





	 	Name: William E. Reardon
	 	Title:


 


 


	 	By:	/s/ Andrew M. Smith





	 	Name: Andrew M. Smith
	 	Title: Assistant Treasurer


 


Accepted as of the date first written
above.


 


METROPOLITAN LIFE INSURANCE COMPANY


 


METLIFE
INSURANCE COMPANY USA


		By:	Metropolitan
                                         Life Insurance Company, its Investment Manager



 


GENERAL
AMERICAN LIFE INSURANCE COMPANY


		By:	Metropolitan
                                         Life Insurance Company, its Investment Manager



 


 


	By:	/s/ John Wills	 





	Name: John Wills	 
	Title: Managing Director 	 


 


PENSIONSKASSE DES BUNDES PUBLICA


		By:	MetLife
                                         Investment Management Limited, as Investment Manager



 


 


	By:	/s/ John Tanyeri	 





	Name: John Tanyeri	 
	Title: Managing Director	 




 




     


     


    

 





PRUDENTIAL RETIREMENT INSURANCE AND
ANNUITY 


COMPANY


		By:	Prudential
                                         Investment Management, Inc., as investment manager



 


 


	By:	/s/ Tannis Fussell	 





	Name: Tannis Fussell	 
	Title:  Vice
    President	 


 


THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA


 


 


	By:	/s/ Tannis Fussell	 





	Name: Tannis Fussell	 
	Title:  Vice
    President	 


 


PRUCO LIFE INSURANCE COMPANY


 


 


	By:	/s/ Tannis Fussell	 





	Name: Tannis Fussell	 
	Title:  Assistant
    Vice President	 


 


PRUDENTIAL ANNUITIES LIFE ASSURANCE
CORPORATION


		By:	Prudential
                                         Investment Management, Inc., as investment manager



 


 


	By:	/s/ Tannis Fussell	 





	Name: Tannis Fussell	 
	Title:  Vice
    President	 







 




     


     


    

 





C.M. LIFE INSURANCE COMPANY


MASSACHUSETTS MUTUAL LIFE INSURANCE
COMPANY


		By:	Babson
                                         Capital Management LLC, its investment adviser



 


 


	By:	/s/ Thomas P. Shea	 





	Name: Thomas P. Shea	 
	Title: Managing Director	 


 


THE NORTHWESTERN MUTUAL LIFE INSURANCE
COMPANY


		By:	Northwestern
                                         Mutual Investment Management Company, LLC,



		 	its
                                         investment adviser



 


 


	By:	/s/ Mark E. Kishler	 





	Name: Mark E. Kishler	 
	Its:  Managing
    Director	 


 


THE LINCOLN NATIONAL LIFE INSURANCE
COMPANY


		By:	Delaware
                                         Investment Advisers,



		 	a
                                         series of Delaware Management Business Trust,



		 	Attorney
                                         in Fact



 


 


	By:	/s/ Michael Wildstein	 





	Name: Michael Wildstein	 
	Title: Senior Vice President	 


 


MANULIFE LIFE INSURANCE COMPANY


 


 


	By:	/s/ Akira Okada	 





	Name: Akira Okada	 
	Title: Head of Privately-Placed Securities Investment Manulife Investments Japan


 


MANUFACTURERS LIFE REINSURANCE LIMITED


 


 


	By:	/s/ Claudio Macchi	 





	Name: Claudio Macchi	 
	Title: President & Chief Executive Officer Manufacturers Life Reinsurance Limited



 


 


	By:	/s/ Craig Doughty	 



	Name: Craig Doughty	 
	Title: VP & CFO



 



     


     


    

 


NATIONWIDE LIFE INSURANCE COMPANY



 


 


	By:	/s/ Stephen M. Jordan	 





	Name: Stephen M. Jordan	 
	Title:  Authorized Signatory	 


 


UNITED OF OMAHA LIFE INSURANCE COMPANY


 


 


	By:	/s/ Justin P. Kavan	 





	Name: Justin P. Kavan	 
	Title:  Senior Vice President	 







 






     


     


    







  


EXHIBIT 1A


 


[Form
of Series A Note]


 


THIS NOTE HAS BEEN ACQUIRED WITHOUT
A VIEW TO DISTRIBUTION AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR UNDER STATE SECURITIES
LAWS. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THIS NOTE MAY BE MADE UNLESS REGISTERED OR EXEMPT
FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS.


 


Dentsply
International Inc.


 


0.86%
Series A Senior Note due December 11, 2025


 


	No. RA-[_______]	[Date]
	CHF[__________]	PPN [________]


 


For Value Received,
the undersigned, DENTSPLY International Inc. (herein called the “Company”), a corporation organized and existing
under the laws of the State of Delaware, hereby promises to pay to [_____________________] or registered assigns, the principal
sum of [______________] Swiss Francs (CHF[________]) (or so much thereof as shall not have been prepaid) on December 11, 2025 (the
“Maturity Date”) with interest (computed on the basis of a 360 day year of twelve 30-day months) (a) on
the unpaid balance thereof at the rate of 0.86% per annum (subject to increase as provided in the Note Purchase Agreement referred
to below) from the date hereof, payable annually on the 11th day of December in each year and at maturity, commencing with the
December 11 next succeeding the date hereof, and on the Maturity Date, until the principal hereof shall have become due and payable,
and (b) to the extent permitted by law, at a rate per annum from time to time equal to the Default Rate (as defined in the
Note Purchase Agreement referred to below), on any overdue payment of interest, any overdue payment of Net Loss and, during the
continuance of an Event of Default, on the unpaid balance hereof and on any overdue payment of any Make-Whole Amount (as defined
in the Note Purchase Agreement referred to below), payable annually as aforesaid (or, at the option of the registered holder hereof,
on demand).


 


Payments of principal
of and interest on this Note are to be made in Swiss Francs. At any time this Note is a Swapped Note (as defined in the Note Purchase
Agreement referred to below), payments of any Make-Whole Amount and any Net Loss with respect to this Note are to be made in Dollars.
At any time this Note is a Non-Swapped Note (as defined in the Note Purchase Agreement referred to below), payments of any Make-Whole
Amount with respect to this Note are to be made in Swiss Francs. In each case, payments on this Note are to be made at the principal
office of Bank of America, N.A. in New York, New York or at such other place as the Company shall have designated by written notice
to the holder of this Note as provided in the Note Purchase Agreement referred to below.


 




    	 	Exhibit 1A-1	 



     


    

 


This Note is one of
a series of Senior Notes (herein called the “Notes”) issued pursuant to the Note Purchase Agreement, dated as
of December 11, 2015 (as from time to time amended, restated, supplemented or modified, the “Note Purchase Agreement”),
between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note
will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20
of the Note Purchase Agreement and (ii) made the representations set forth in Section 6.3 of the Note Purchase Agreement,
provided, that in lieu thereof such holder may (in reliance upon information provided by the Company, which shall not be
unreasonably withheld) make a representation to the effect that the purchase by any holder of any Note will not constitute a non-exempt
prohibited transaction under section 406(a) of ERISA. Unless otherwise indicated, capitalized terms used in this Note shall
have the respective meanings ascribed to such terms in the Note Purchase Agreement.


 


This Note is a registered
Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed,
or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney
duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee.
Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as
the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice
to the contrary.


 


This Note is subject
to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement,
but not otherwise.


 


If an Event of Default,
as defined in the Note Purchase Agreement, occurs and is continuing, the principal of this Note may be declared or otherwise become
due and payable in the manner, at the price (including the applicable Make-Whole Amount) and with the effect provided in the Note
Purchase Agreement.


 


This Note shall be
construed and enforced in accordance with, and the rights of the issuer and holder hereof shall be governed by, the law of the
State of New York excluding choice-of-law principles of the law of such State that would require the application of the laws of
a jurisdiction other than such State.


 


	 	Dentsply International Inc.
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	By:	 
	 	Name:
	 	Title:


 




    	 	Exhibit 1A-2	 



     


    

 


EXHIBIT 1B


 


[Form
of Series B Note]


 


THIS NOTE HAS BEEN ACQUIRED WITHOUT
A VIEW TO DISTRIBUTION AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR UNDER STATE SECURITIES
LAWS. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THIS NOTE MAY BE MADE UNLESS REGISTERED OR EXEMPT
FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS.


 


Dentsply
International Inc.


 


2.05%
Series B Senior Note due December 11, 2025


 


	No. RB-[_______]	[Date]
	€[__________]	PPN [________]


 


For Value Received,
the undersigned, DENTSPLY International Inc. (herein called the “Company”), a corporation organized and existing
under the laws of the State of Delaware, hereby promises to pay to [_____________________] or registered assigns, the principal
sum of [______________] EUROS (€[________]) (or so much thereof as shall not have been prepaid) on December 11, 2025 (the
“Maturity Date”) with interest (computed on the basis of a 360 day year of twelve 30-day months) (a) on
the unpaid balance thereof at the rate of 2.05% per annum (subject to increase as provided in the Note Purchase Agreement referred
to below) from the date hereof, payable semi-annually on the 11th day of June and December in each year and at maturity, commencing
with the June 11 or December 11 next succeeding the date hereof, and on the Maturity Date, until the principal hereof shall have
become due and payable, and (b) to the extent permitted by law, at a rate per annum from time to time equal to the Default
Rate (as defined in the Note Purchase Agreement referred to below), on any overdue payment of interest, any overdue payment of
Net Loss and, during the continuance of an Event of Default, on the unpaid balance hereof and on any overdue payment of any Make-Whole
Amount (as defined in the Note Purchase Agreement referred to below), payable semi-annually as aforesaid (or, at the option of
the registered holder hereof, on demand).


 


Payments of principal
of and interest on this Note are to be made in EUROS. At any time this Note is a Swapped Note (as defined in the Note Purchase
Agreement referred to below), payments of any Make-Whole Amount and any Net Loss with respect to this Note are to be made in Dollars.
At any time this Note is a Non-Swapped Note (as defined in the Note Purchase Agreement referred to below), payments of any Make-Whole
Amount with respect to this Note are to be made in EUROS. In each case, payments on this Note are to be made at the principal office
of Bank of America, N.A. in New York, New York or at such other place as the Company shall have designated by written notice to
the holder of this Note as provided in the Note Purchase Agreement referred to below.


 




    	 	Exhibit 1B-1	 



     


    

 


This Note is one of
a series of Senior Notes (herein called the “Notes”) issued pursuant to the Note Purchase Agreement, dated as
of December 11, 2015 (as from time to time amended, restated, supplemented or modified, the “Note Purchase Agreement”),
between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note
will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20
of the Note Purchase Agreement and (ii) made the representations set forth in Section 6.3 of the Note Purchase Agreement,
provided, that in lieu thereof such holder may (in reliance upon information provided by the Company, which shall not be
unreasonably withheld) make a representation to the effect that the purchase by any holder of any Note will not constitute a non-exempt
prohibited transaction under section 406(a) of ERISA. Unless otherwise indicated, capitalized terms used in this Note shall
have the respective meanings ascribed to such terms in the Note Purchase Agreement.


 


This Note is a registered
Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed,
or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney
duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee.
Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as
the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice
to the contrary.


 


This Note is subject
to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement,
but not otherwise.


 


If an Event of Default,
as defined in the Note Purchase Agreement, occurs and is continuing, the principal of this Note may be declared or otherwise become
due and payable in the manner, at the price (including the applicable Make-Whole Amount) and with the effect provided in the Note
Purchase Agreement.


 


This Note shall be
construed and enforced in accordance with, and the rights of the issuer and holder hereof shall be governed by, the law of the
State of New York excluding choice-of-law principles of the law of such State that would require the application of the laws of
a jurisdiction other than such State.


 


	 	Dentsply International Inc.
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	By:	 
	 	Name:
	 	Title:


 




    	 	Exhibit 1B-2	 



     


    

 


EXHIBIT 1C


 


[Form
of Series C Note]


 


THIS NOTE HAS BEEN ACQUIRED WITHOUT
A VIEW TO DISTRIBUTION AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR UNDER STATE SECURITIES
LAWS. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THIS NOTE MAY BE MADE UNLESS REGISTERED OR EXEMPT
FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS.


 


Dentsply
International Inc.


 


2.05%
Series C Senior Note due December 11, 2025


 


	No. RC-[_______]	[Date]
	€[__________]	PPN [________]


 


For Value Received,
the undersigned, DENTSPLY International Inc. (herein called the “Company”), a corporation organized and existing
under the laws of the State of Delaware, hereby promises to pay to [_____________________] or registered assigns, the principal
sum of [______________] EUROS (€[________]) (or so much thereof as shall not have been prepaid) on December 11, 2025 (the
“Maturity Date”) with interest (computed on the basis of a 360 day year of twelve 30-day months) (a) on
the unpaid balance thereof at the rate of 2.05% per annum (subject to increase as provided in the Note Purchase Agreement referred
to below) from the date hereof, payable semi-annually on the 11th day of June and December in each year and at maturity, commencing
with the June 11 or December 11 next succeeding the date hereof, and on the Maturity Date, until the principal hereof shall have
become due and payable, and (b) to the extent permitted by law, at a rate per annum from time to time equal to the Default
Rate (as defined in the Note Purchase Agreement referred to below), on any overdue payment of interest, any overdue payment of
Net Loss and, during the continuance of an Event of Default, on the unpaid balance hereof and on any overdue payment of any Make-Whole
Amount (as defined in the Note Purchase Agreement referred to below), payable semi-annually as aforesaid (or, at the option of
the registered holder hereof, on demand).


 


Payments of principal
of and interest on this Note are to be made in Euros. At any time this Note is a Swapped Note (as defined in the Note Purchase
Agreement referred to below), payments of any Make-Whole Amount and any Net Loss with respect to this Note are to be made in Dollars.
At any time this Note is a Non-Swapped Note (as defined in the Note Purchase Agreement referred to below), payments of any Make-Whole
Amount with respect to this Note are to be made in Euros. In each case, payments on this Note are to be made at the principal office
of Bank of America, N.A. in New York, New York or at such other place as the Company shall have designated by written notice to
the holder of this Note as provided in the Note Purchase Agreement referred to below.


 




    	 	Exhibit 1C-1	 



     


    

 


This Note is one of
a series of Senior Notes (herein called the “Notes”) issued pursuant to the Note Purchase Agreement, dated as
of December 11, 2015 (as from time to time amended, restated, supplemented or modified, the “Note Purchase Agreement”),
between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note
will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20
of the Note Purchase Agreement and (ii) made the representations set forth in Section 6.3 of the Note Purchase Agreement,
provided, that in lieu thereof such holder may (in reliance upon information provided by the Company, which shall not be
unreasonably withheld) make a representation to the effect that the purchase by any holder of any Note will not constitute a non-exempt
prohibited transaction under section 406(a) of ERISA. Unless otherwise indicated, capitalized terms used in this Note shall
have the respective meanings ascribed to such terms in the Note Purchase Agreement.


 


This Note is a registered
Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed,
or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney
duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee.
Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as
the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice
to the contrary.


 


This Note is subject
to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement,
but not otherwise.


 


If an Event of Default,
as defined in the Note Purchase Agreement, occurs and is continuing, the principal of this Note may be declared or otherwise become
due and payable in the manner, at the price (including the applicable Make-Whole Amount) and with the effect provided in the Note
Purchase Agreement.


 


This Note shall be
construed and enforced in accordance with, and the rights of the issuer and holder hereof shall be governed by, the law of the
State of New York excluding choice-of-law principles of the law of such State that would require the application of the laws of
a jurisdiction other than such State.


 


	 	Dentsply International Inc.
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	By:	 
	 	Name:
	 	Title:


 




    	 	Exhibit 1C-2	 



     


    

 


EXHIBIT 1D


 


[Form
of Series D Note]


 


THIS NOTE HAS BEEN ACQUIRED WITHOUT
A VIEW TO DISTRIBUTION AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR UNDER STATE SECURITIES
LAWS. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THIS NOTE MAY BE MADE UNLESS REGISTERED OR EXEMPT
FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS.


 


Dentsply
International Inc.


 


1.02%
Series D Senior Note due December 11, 2027


 


	No. RD-[_______]	[Date]
	CHF[__________]	PPN [________]


 


For Value Received,
the undersigned, DENTSPLY International Inc. (herein called the “Company”), a corporation organized and existing
under the laws of the State of Delaware, hereby promises to pay to [_____________________] or registered assigns, the principal
sum of [______________] Swiss Francs (CHF[________]) (or so much thereof as shall not have been prepaid) on December 11, 2027 (the
“Maturity Date”) with interest (computed on the basis of a 360 day year of twelve 30-day months) (a) on
the unpaid balance thereof at the rate of 1.02% per annum (subject to increase as provided in the Note Purchase Agreement referred
to below) from the date hereof, payable annually on the 11th day of December in each year and at maturity, commencing with the
December 11 next succeeding the date hereof, and on the Maturity Date, until the principal hereof shall have become due and payable,
and (b) to the extent permitted by law, at a rate per annum from time to time equal to the Default Rate (as defined in the
Note Purchase Agreement referred to below), on any overdue payment of interest, any overdue payment of Net Loss and, during the
continuance of an Event of Default, on the unpaid balance hereof and on any overdue payment of any Make-Whole Amount (as defined
in the Note Purchase Agreement referred to below), payable annually as aforesaid (or, at the option of the registered holder hereof,
on demand).


 


Payments of principal
of and interest on this Note are to be made in Swiss Francs. At any time this Note is a Swapped Note (as defined in the Note Purchase
Agreement referred to below), payments of any Make-Whole Amount and any Net Loss with respect to this Note are to be made in Dollars.
At any time this Note is a Non-Swapped Note (as defined in the Note Purchase Agreement referred to below), payments of any Make-Whole
Amount with respect to this Note are to be made in Swiss Francs. In each case, payments on this Note are to be made at the principal
office of Bank of America, N.A. in New York, New York or at such other place as the Company shall have designated by written notice
to the holder of this Note as provided in the Note Purchase Agreement referred to below.


 




    	 	Exhibit 1D-1	 



     


    

 


This Note is one of
a series of Senior Notes (herein called the “Notes”) issued pursuant to the Note Purchase Agreement, dated as
of December 11, 2015 (as from time to time amended, restated, supplemented or modified, the “Note Purchase Agreement”),
between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note
will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20
of the Note Purchase Agreement and (ii) made the representations set forth in Section 6.3 of the Note Purchase Agreement,
provided, that in lieu thereof such holder may (in reliance upon information provided by the Company, which shall not be
unreasonably withheld) make a representation to the effect that the purchase by any holder of any Note will not constitute a non-exempt
prohibited transaction under section 406(a) of ERISA. Unless otherwise indicated, capitalized terms used in this Note shall
have the respective meanings ascribed to such terms in the Note Purchase Agreement.


 


This Note is a registered
Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed,
or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney
duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee.
Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as
the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice
to the contrary.


 


This Note is subject
to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement,
but not otherwise.


 


If an Event of Default,
as defined in the Note Purchase Agreement, occurs and is continuing, the principal of this Note may be declared or otherwise become
due and payable in the manner, at the price (including the applicable Make-Whole Amount) and with the effect provided in the Note
Purchase Agreement.


 


This Note shall be
construed and enforced in accordance with, and the rights of the issuer and holder hereof shall be governed by, the law of the
State of New York excluding choice-of-law principles of the law of such State that would require the application of the laws of
a jurisdiction other than such State.


 


	 	Dentsply International Inc.
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	By:	 
	 	Name:
	 	Title:


 


 




    	 	Exhibit 1D-2	 



     


    

 


EXHIBIT 1E


 


[Form
of Series E Note]


 


THIS NOTE HAS BEEN ACQUIRED WITHOUT
A VIEW TO DISTRIBUTION AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR UNDER STATE SECURITIES
LAWS. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THIS NOTE MAY BE MADE UNLESS REGISTERED OR EXEMPT
FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS.


 


Dentsply
International Inc.


 


2.24%
Series E Senior Note due December 11, 2027


  


	No. RE-[_______]	[Date]
	€[__________]	PPN [________]


 


For Value Received,
the undersigned, DENTSPLY International Inc. (herein called the “Company”), a corporation organized and existing
under the laws of the State of Delaware, hereby promises to pay to [_____________________] or registered assigns, the principal
sum of [______________] EUROS (€[________]) (or so much thereof as shall not have been prepaid) on December 11, 2027 (the
“Maturity Date”) with interest (computed on the basis of a 360 day year of twelve 30-day months) (a) on
the unpaid balance thereof at the rate of 2.24% per annum (subject to increase as provided in the Note Purchase Agreement referred
to below) from the date hereof, payable semi-annually on the 11th day of June and December in each year and at maturity, commencing
with the June 11 or December 11 next succeeding the date hereof, and on the Maturity Date, until the principal hereof shall have
become due and payable, and (b) to the extent permitted by law, at a rate per annum from time to time equal to the Default
Rate (as defined in the Note Purchase Agreement referred to below), on any overdue payment of interest, any overdue payment of
Net Loss and, during the continuance of an Event of Default, on the unpaid balance hereof and on any overdue payment of any Make-Whole
Amount (as defined in the Note Purchase Agreement referred to below), payable semi-annually as aforesaid (or, at the option of
the registered holder hereof, on demand).


 


Payments of principal
of and interest on this Note are to be made in Euros. At any time this Note is a Swapped Note (as defined in the Note Purchase
Agreement referred to below), payments of any Make-Whole Amount and any Net Loss with respect to this Note are to be made in Dollars.
At any time this Note is a Non-Swapped Note (as defined in the Note Purchase Agreement referred to below), payments of any Make-Whole
Amount with respect to this Note are to be made in Euros. In each case, payments on this Note are to be made at the principal office
of Bank of America, N.A. in New York, New York or at such other place as the Company shall have designated by written notice to
the holder of this Note as provided in the Note Purchase Agreement referred to below.


 




    	 	Exhibit 1E-1	 



     


    

 


This Note is one of
a series of Senior Notes (herein called the “Notes”) issued pursuant to the Note Purchase Agreement, dated as
of December 11, 2015 (as from time to time amended, restated, supplemented or modified, the “Note Purchase Agreement”),
between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note
will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20
of the Note Purchase Agreement and (ii) made the representations set forth in Section 6.3 of the Note Purchase Agreement,
provided, that in lieu thereof such holder may (in reliance upon information provided by the Company, which shall not be
unreasonably withheld) make a representation to the effect that the purchase by any holder of any Note will not constitute a non-exempt
prohibited transaction under section 406(a) of ERISA. Unless otherwise indicated, capitalized terms used in this Note shall
have the respective meanings ascribed to such terms in the Note Purchase Agreement.


 


This Note is a registered
Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed,
or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney
duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee.
Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as
the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice
to the contrary.


 


This Note is subject
to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement,
but not otherwise.


 


If an Event of Default,
as defined in the Note Purchase Agreement, occurs and is continuing, the principal of this Note may be declared or otherwise become
due and payable in the manner, at the price (including the applicable Make-Whole Amount) and with the effect provided in the Note
Purchase Agreement.


 


This Note shall be
construed and enforced in accordance with, and the rights of the issuer and holder hereof shall be governed by, the law of the
State of New York excluding choice-of-law principles of the law of such State that would require the application of the laws of
a jurisdiction other than such State.


 


	 	Dentsply International Inc.
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	By:	 
	 	Name:
	 	Title:


 




    	 	Exhibit 1E-2	 



     


    

 


EXHIBIT 1F


 


[Form
of Series F Note]


 


THIS NOTE HAS BEEN ACQUIRED WITHOUT
A VIEW TO DISTRIBUTION AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR UNDER STATE SECURITIES
LAWS. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THIS NOTE MAY BE MADE UNLESS REGISTERED OR EXEMPT
FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS.


 


Dentsply
International Inc.


 


2.05%
Series F Senior Note due February 19, 2026


 


	No. RF-[_______]	[Date]
	€[__________]	PPN [________]


 


For Value Received,
the undersigned, DENTSPLY International Inc. (herein called the “Company”), a corporation organized and existing
under the laws of the State of Delaware, hereby promises to pay to [_____________________] or registered assigns, the principal
sum of [______________] EUROS (€[________]) (or so much thereof as shall not have been prepaid) on February 19, 2026 (the
“Maturity Date”) with interest (computed on the basis of a 360 day year of twelve 30-day months) (a) on
the unpaid balance thereof at the rate of 2.05% per annum (subject to increase as provided in the Note Purchase Agreement referred
to below) from the date hereof, payable semi-annually on the 19th day of February and August in each year and at maturity, commencing
with the February 19 or August 19 next succeeding the date hereof, and on the Maturity Date, until the principal hereof shall have
become due and payable, and (b) to the extent permitted by law, at a rate per annum from time to time equal to the Default
Rate (as defined in the Note Purchase Agreement referred to below), on any overdue payment of interest, any overdue payment of
Net Loss and, during the continuance of an Event of Default, on the unpaid balance hereof and on any overdue payment of any Make-Whole
Amount (as defined in the Note Purchase Agreement referred to below), payable semi-annually as aforesaid (or, at the option of
the registered holder hereof, on demand).


 


Payments of principal
of and interest on this Note are to be made in EUROS. At any time this Note is a Swapped Note (as defined in the Note Purchase
Agreement referred to below), payments of any Make-Whole Amount and any Net Loss with respect to this Note are to be made in Dollars.
At any time this Note is a Non-Swapped Note (as defined in the Note Purchase Agreement referred to below), payments of any Make-Whole
Amount with respect to this Note are to be made in Euros. In each case, payments on this Note are to be made at the principal office
of Bank of America, N.A. in New York, New York or at such other place as the Company shall have designated by written notice to
the holder of this Note as provided in the Note Purchase Agreement referred to below.


 




    	 	Exhibit 1F-1	 



     


    

 


This Note is one of
a series of Senior Notes (herein called the “Notes”) issued pursuant to the Note Purchase Agreement, dated as
of December 11, 2015 (as from time to time amended, restated, supplemented or modified, the “Note Purchase Agreement”),
between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note
will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20
of the Note Purchase Agreement and (ii) made the representations set forth in Section 6.3 of the Note Purchase Agreement,
provided, that in lieu thereof such holder may (in reliance upon information provided by the Company, which shall not be
unreasonably withheld) make a representation to the effect that the purchase by any holder of any Note will not constitute a non-exempt
prohibited transaction under section 406(a) of ERISA. Unless otherwise indicated, capitalized terms used in this Note shall
have the respective meanings ascribed to such terms in the Note Purchase Agreement.


 


This Note is a registered
Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed,
or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney
duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee.
Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as
the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice
to the contrary.


 


This Note is subject
to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement,
but not otherwise.


 


If an Event of Default,
as defined in the Note Purchase Agreement, occurs and is continuing, the principal of this Note may be declared or otherwise become
due and payable in the manner, at the price (including the applicable Make-Whole Amount) and with the effect provided in the Note
Purchase Agreement.


 


This Note shall be
construed and enforced in accordance with, and the rights of the issuer and holder hereof shall be governed by, the law of the
State of New York excluding choice-of-law principles of the law of such State that would require the application of the laws of
a jurisdiction other than such State.


 


	 	Dentsply International Inc.
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	By:	 
	 	Name:
	 	Title:


 


 




    	 	Exhibit 1F-2	 



     


    

 


EXHIBIT 1G


 


[Form
of Series G Note]


 


THIS NOTE HAS BEEN ACQUIRED WITHOUT
A VIEW TO DISTRIBUTION AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR UNDER STATE SECURITIES
LAWS. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THIS NOTE MAY BE MADE UNLESS REGISTERED OR EXEMPT
FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS.


 


Dentsply
International Inc.


 


2.05%
Series G Senior Note due February 19, 2026


 


	No. RG-[_______]	[Date]
	€[__________]	PPN [________]


 


For Value Received,
the undersigned, DENTSPLY International Inc. (herein called the “Company”), a corporation organized and existing
under the laws of the State of Delaware, hereby promises to pay to [_____________________] or registered assigns, the principal
sum of [______________] EUROS (€[________]) (or so much thereof as shall not have been prepaid) on February 19, 2026 (the
“Maturity Date”) with interest (computed on the basis of a 360 day year of twelve 30-day months) (a) on
the unpaid balance thereof at the rate of 2.05% per annum (subject to increase as provided in the Note Purchase Agreement referred
to below) from the date hereof, payable semi-annually on the 19th day of February and August in each year and at maturity, commencing
with the February 19 or August 19 next succeeding the date hereof, and on the Maturity Date, until the principal hereof shall have
become due and payable, and (b) to the extent permitted by law, at a rate per annum from time to time equal to the Default
Rate (as defined in the Note Purchase Agreement referred to below), on any overdue payment of interest, any overdue payment of
Net Loss and, during the continuance of an Event of Default, on the unpaid balance hereof and on any overdue payment of any Make-Whole
Amount (as defined in the Note Purchase Agreement referred to below), payable semi-annually as aforesaid (or, at the option of
the registered holder hereof, on demand).


 


Payments of principal
of and interest on this Note are to be made in Euros. At any time this Note is a Swapped Note (as defined in the Note Purchase
Agreement referred to below), payments of any Make-Whole Amount and any Net Loss with respect to this Note are to be made in Dollars.
At any time this Note is a Non-Swapped Note (as defined in the Note Purchase Agreement referred to below), payments of any Make-Whole
Amount with respect to this Note are to be made in Euros. In each case, payments on this Note are to be made at the principal office
of Bank of America, N.A. in New York, New York or at such other place as the Company shall have designated by written notice to
the holder of this Note as provided in the Note Purchase Agreement referred to below.


 




    	 	Exhibit 1G-1	 



     


    

 


This Note is one of
a series of Senior Notes (herein called the “Notes”) issued pursuant to the Note Purchase Agreement, dated as
of December 11, 2015 (as from time to time amended, restated, supplemented or modified, the “Note Purchase Agreement”),
between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note
will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20
of the Note Purchase Agreement and (ii) made the representations set forth in Section 6.3 of the Note Purchase Agreement,
provided, that in lieu thereof such holder may (in reliance upon information provided by the Company, which shall not be
unreasonably withheld) make a representation to the effect that the purchase by any holder of any Note will not constitute a non-exempt
prohibited transaction under section 406(a) of ERISA. Unless otherwise indicated, capitalized terms used in this Note shall
have the respective meanings ascribed to such terms in the Note Purchase Agreement.


 


This Note is a registered
Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed,
or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney
duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee.
Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as
the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice
to the contrary.


 


This Note is subject
to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement,
but not otherwise.


 


If an Event of Default,
as defined in the Note Purchase Agreement, occurs and is continuing, the principal of this Note may be declared or otherwise become
due and payable in the manner, at the price (including the applicable Make-Whole Amount) and with the effect provided in the Note
Purchase Agreement.


 


This Note shall be
construed and enforced in accordance with, and the rights of the issuer and holder hereof shall be governed by, the law of the
State of New York excluding choice-of-law principles of the law of such State that would require the application of the laws of
a jurisdiction other than such State.


 


	 	Dentsply International Inc.
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	By:	 
	 	Name:
	 	Title:


 




    	 	Exhibit 1G-2	 



     


    

 


EXHIBIT 1H


 


[Form
of Series H Note]


 


THIS NOTE HAS BEEN ACQUIRED WITHOUT
A VIEW TO DISTRIBUTION AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR UNDER STATE SECURITIES
LAWS. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THIS NOTE MAY BE MADE UNLESS REGISTERED OR EXEMPT
FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS.


 


Dentsply
International Inc.


 


2.45%
Series H Senior Note due February 19, 2031


 


	No. RH-[_______]	[Date]
	€[__________]	PPN [________]


 


For Value Received,
the undersigned, DENTSPLY International Inc. (herein called the “Company”), a corporation organized and existing
under the laws of the State of Delaware, hereby promises to pay to [_____________________] or registered assigns, the principal
sum of [______________] EUROS (€[________]) (or so much thereof as shall not have been prepaid) on February 19, 2031 (the
“Maturity Date”) with interest (computed on the basis of a 360 day year of twelve 30-day months) (a) on
the unpaid balance thereof at the rate of 2.45% per annum (subject to increase as provided in the Note Purchase Agreement referred
to below) from the date hereof, payable semi-annually on the 19th day of February and August in each year and at maturity, commencing
with the February 19 or August 19 next succeeding the date hereof, and on the Maturity Date, until the principal hereof shall have
become due and payable, and (b) to the extent permitted by law, at a rate per annum from time to time equal to the Default
Rate (as defined in the Note Purchase Agreement referred to below), on any overdue payment of interest, any overdue payment of
Net Loss and, during the continuance of an Event of Default, on the unpaid balance hereof and on any overdue payment of any Make-Whole
Amount (as defined in the Note Purchase Agreement referred to below), payable semi-annually as aforesaid (or, at the option of
the registered holder hereof, on demand).


 


Payments of principal
of and interest on this Note are to be made in Euros. At any time this Note is a Swapped Note (as defined in the Note Purchase
Agreement referred to below), payments of any Make-Whole Amount and any Net Loss with respect to this Note are to be made in Dollars.
At any time this Note is a Non-Swapped Note (as defined in the Note Purchase Agreement referred to below), payments of any Make-Whole
Amount with respect to this Note are to be made in Euros. In each case, payments on this Note are to be made at the principal office
of Bank of America, N.A. in New York, New York or at such other place as the Company shall have designated by written notice to
the holder of this Note as provided in the Note Purchase Agreement referred to below.


 




    	 	Exhibit 1H-1	 



     


    

 


This Note is one of
a series of Senior Notes (herein called the “Notes”) issued pursuant to the Note Purchase Agreement, dated as
of December 11, 2015 (as from time to time amended, restated, supplemented or modified, the “Note Purchase Agreement”),
between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note
will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20
of the Note Purchase Agreement and (ii) made the representations set forth in Section 6.3 of the Note Purchase Agreement,
provided, that in lieu thereof such holder may (in reliance upon information provided by the Company, which shall not be
unreasonably withheld) make a representation to the effect that the purchase by any holder of any Note will not constitute a non-exempt
prohibited transaction under section 406(a) of ERISA. Unless otherwise indicated, capitalized terms used in this Note shall
have the respective meanings ascribed to such terms in the Note Purchase Agreement.


 


This Note is a registered
Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed,
or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney
duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee.
Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as
the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice
to the contrary.


 


This Note is subject
to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement,
but not otherwise.


 


If an Event of Default,
as defined in the Note Purchase Agreement, occurs and is continuing, the principal of this Note may be declared or otherwise become
due and payable in the manner, at the price (including the applicable Make-Whole Amount) and with the effect provided in the Note
Purchase Agreement.


 


This Note shall be
construed and enforced in accordance with, and the rights of the issuer and holder hereof shall be governed by, the law of the
State of New York excluding choice-of-law principles of the law of such State that would require the application of the laws of
a jurisdiction other than such State.


 


	 	Dentsply International Inc.
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	By:	 
	 	Name:
	 	Title:


 




    	 	Exhibit 1H-2	 



     


    

 


EXHIBIT 1I


 


[Form
of Series I Note]


 


THIS NOTE HAS BEEN ACQUIRED WITHOUT
A VIEW TO DISTRIBUTION AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR UNDER STATE SECURITIES
LAWS. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THIS NOTE MAY BE MADE UNLESS REGISTERED OR EXEMPT
FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS.


 


Dentsply
International Inc.


 


1.01%
Series I Senior Note due August 15, 2026


 


	No. RI-[_______]	[Date]
	CHF[__________]	PPN [________]


 


For Value Received,
the undersigned, DENTSPLY International Inc. (herein called the “Company”), a corporation organized and existing
under the laws of the State of Delaware, hereby promises to pay to [_____________________] or registered assigns, the principal
sum of [______________] Swiss Francs (CHF[________]) (or so much thereof as shall not have been prepaid) on August 15, 2026 (the
“Maturity Date”) with interest (computed on the basis of a 360 day year of twelve 30-day months) (a) on
the unpaid balance thereof at the rate of 1.01% per annum (subject to increase as provided in the Note Purchase Agreement referred
to below) from the date hereof, payable annually on the 15th day of August in each year and at maturity, commencing with the August
15 next succeeding the date hereof, and on the Maturity Date, until the principal hereof shall have become due and payable, and
(b) to the extent permitted by law, at a rate per annum from time to time equal to the Default Rate (as defined in the Note
Purchase Agreement referred to below), on any overdue payment of interest, any overdue payment of Net Loss and, during the continuance
of an Event of Default, on the unpaid balance hereof and on any overdue payment of any Make-Whole Amount (as defined in the Note
Purchase Agreement referred to below), payable annually as aforesaid (or, at the option of the registered holder hereof, on demand).


 


Payments of principal
of and interest on this Note are to be made in Swiss Francs. At any time this Note is a Swapped Note (as defined in the Note Purchase
Agreement referred to below), payments of any Make-Whole Amount and any Net Loss with respect to this Note are to be made in Dollars.
At any time this Note is a Non-Swapped Note (as defined in the Note Purchase Agreement referred to below), payments of any Make-Whole
Amount with respect to this Note are to be made in Swiss Francs. In each case, payments on this Note are to be made at the principal
office of Bank of America, N.A. in New York, New York or at such other place as the Company shall have designated by written notice
to the holder of this Note as provided in the Note Purchase Agreement referred to below.


 




    	 	Exhibit 1I-1	 



     


    

 


This Note is one of
a series of Senior Notes (herein called the “Notes”) issued pursuant to the Note Purchase Agreement, dated as
of December 11, 2015 (as from time to time amended, restated, supplemented or modified, the “Note Purchase Agreement”),
between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note
will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20
of the Note Purchase Agreement and (ii) made the representations set forth in Section 6.3 of the Note Purchase Agreement,
provided, that in lieu thereof such holder may (in reliance upon information provided by the Company, which shall not be
unreasonably withheld) make a representation to the effect that the purchase by any holder of any Note will not constitute a non-exempt
prohibited transaction under section 406(a) of ERISA. Unless otherwise indicated, capitalized terms used in this Note shall
have the respective meanings ascribed to such terms in the Note Purchase Agreement.


 


This Note is a registered
Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed,
or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney
duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee.
Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as
the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice
to the contrary.


 


This Note is subject
to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement,
but not otherwise.


 


If an Event of Default,
as defined in the Note Purchase Agreement, occurs and is continuing, the principal of this Note may be declared or otherwise become
due and payable in the manner, at the price (including the applicable Make-Whole Amount) and with the effect provided in the Note
Purchase Agreement.


 


This Note shall be
construed and enforced in accordance with, and the rights of the issuer and holder hereof shall be governed by, the law of the
State of New York excluding choice-of-law principles of the law of such State that would require the application of the laws of
a jurisdiction other than such State.


 


	 	Dentsply International Inc.
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	By:	 
	 	Name:
	 	Title:


 




    	 	Exhibit 1I-2	 



     


    

 


EXHIBIT 1J


 


[Form
of Series J Note]


 


THIS NOTE HAS BEEN ACQUIRED WITHOUT
A VIEW TO DISTRIBUTION AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR UNDER STATE SECURITIES
LAWS. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THIS NOTE MAY BE MADE UNLESS REGISTERED OR EXEMPT
FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS.


 


Dentsply
International Inc.


 


2.25%
Series J Senior Note due August 15, 2026


 


	No. RJ-[_______]	[Date]
	€[__________]	PPN [________]


 


For Value Received,
the undersigned, DENTSPLY International Inc. (herein called the “Company”), a corporation organized and existing
under the laws of the State of Delaware, hereby promises to pay to [_____________________] or registered assigns, the principal
sum of [______________] EUROS (€[________]) (or so much thereof as shall not have been prepaid) on August 15, 2026 (the “Maturity
Date”) with interest (computed on the basis of a 360 day year of twelve 30-day months) (a) on the unpaid balance
thereof at the rate of 2.25% per annum (subject to increase as provided in the Note Purchase Agreement referred to below) from
the date hereof, payable semi-annually on the 15th day of February and August in each year and at maturity, commencing with the
February 15 or August 15 next succeeding the date hereof, and on the Maturity Date, until the principal hereof shall have become
due and payable, and (b) to the extent permitted by law, at a rate per annum from time to time equal to the Default Rate (as
defined in the Note Purchase Agreement referred to below), on any overdue payment of interest, any overdue payment of Net Loss
and, during the continuance of an Event of Default, on the unpaid balance hereof and on any overdue payment of any Make-Whole Amount
(as defined in the Note Purchase Agreement referred to below), payable semi-annually as aforesaid (or, at the option of the registered
holder hereof, on demand).


 


Payments of principal
of and interest on this Note are to be made in Euros. At any time this Note is a Swapped Note (as defined in the Note Purchase
Agreement referred to below), payments of any Make-Whole Amount and any Net Loss with respect to this Note are to be made in Dollars.
At any time this Note is a Non-Swapped Note (as defined in the Note Purchase Agreement referred to below), payments of any Make-Whole
Amount with respect to this Note are to be made in Euros. In each case, payments on this Note are to be made at the principal office
of Bank of America, N.A. in New York, New York or at such other place as the Company shall have designated by written notice to
the holder of this Note as provided in the Note Purchase Agreement referred to below.


 




    	 	Exhibit 1J-1	 



     


    

 


This Note is one of
a series of Senior Notes (herein called the “Notes”) issued pursuant to the Note Purchase Agreement, dated as
of December 11, 2015 (as from time to time amended, restated, supplemented or modified, the “Note Purchase Agreement”),
between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note
will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20
of the Note Purchase Agreement and (ii) made the representations set forth in Section 6.3 of the Note Purchase Agreement,
provided, that in lieu thereof such holder may (in reliance upon information provided by the Company, which shall not be
unreasonably withheld) make a representation to the effect that the purchase by any holder of any Note will not constitute a non-exempt
prohibited transaction under section 406(a) of ERISA. Unless otherwise indicated, capitalized terms used in this Note shall
have the respective meanings ascribed to such terms in the Note Purchase Agreement.


 


This Note is a registered
Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed,
or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney
duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee.
Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as
the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice
to the contrary.


 


This Note is subject
to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement,
but not otherwise.


 


If an Event of Default,
as defined in the Note Purchase Agreement, occurs and is continuing, the principal of this Note may be declared or otherwise become
due and payable in the manner, at the price (including the applicable Make-Whole Amount) and with the effect provided in the Note
Purchase Agreement.


 


This Note shall be
construed and enforced in accordance with, and the rights of the issuer and holder hereof shall be governed by, the law of the
State of New York excluding choice-of-law principles of the law of such State that would require the application of the laws of
a jurisdiction other than such State.


 


	 	Dentsply International Inc.
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	By:	 
	 	Name:
	 	Title:


 




    	 	Exhibit 1J-2	 



     


    

 


EXHIBIT 1K


 


[Form
of Series K Note]


 


THIS NOTE HAS BEEN ACQUIRED WITHOUT
A VIEW TO DISTRIBUTION AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR UNDER STATE SECURITIES
LAWS. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THIS NOTE MAY BE MADE UNLESS REGISTERED OR EXEMPT
FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS.


 


Dentsply
International Inc.


 


2.25%
Series K Senior Note due August 15, 2026


 


	No. RK-[_______]	[Date]
	€[__________]	PPN [________]


 


For Value Received,
the undersigned, DENTSPLY International Inc. (herein called the “Company”), a corporation organized and existing
under the laws of the State of Delaware, hereby promises to pay to [_____________________] or registered assigns, the principal
sum of [______________] EUROS (€[________]) (or so much thereof as shall not have been prepaid) on August 15, 2026 (the “Maturity
Date”) with interest (computed on the basis of a 360 day year of twelve 30-day months) (a) on the unpaid balance
thereof at the rate of 2.25% per annum (subject to increase as provided in the Note Purchase Agreement referred to below) from
the date hereof, payable semi-annually on the 15th day of February and August in each year and at maturity, commencing with the
February 15 or August 15 next succeeding the date hereof, and on the Maturity Date, until the principal hereof shall have become
due and payable, and (b) to the extent permitted by law, at a rate per annum from time to time equal to the Default Rate (as
defined in the Note Purchase Agreement referred to below), on any overdue payment of interest, any overdue payment of Net Loss
and, during the continuance of an Event of Default, on the unpaid balance hereof and on any overdue payment of any Make-Whole Amount
(as defined in the Note Purchase Agreement referred to below), payable semi-annually as aforesaid (or, at the option of the registered
holder hereof, on demand).


 


Payments of principal
of and interest on this Note are to be made in Euros. At any time this Note is a Swapped Note (as defined in the Note Purchase
Agreement referred to below), payments of any Make-Whole Amount and any Net Loss with respect to this Note are to be made in Dollars.
At any time this Note is a Non-Swapped Note (as defined in the Note Purchase Agreement referred to below), payments of any Make-Whole
Amount with respect to this Note are to be made in Euros. In each case, payments on this Note are to be made at the principal office
of Bank of America, N.A. in New York, New York or at such other place as the Company shall have designated by written notice to
the holder of this Note as provided in the Note Purchase Agreement referred to below.


 




    	 	Exhibit 1K-1	 



     


    

 


This Note is one of
a series of Senior Notes (herein called the “Notes”) issued pursuant to the Note Purchase Agreement, dated as
of December 11, 2015 (as from time to time amended, restated, supplemented or modified, the “Note Purchase Agreement”),
between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note
will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20
of the Note Purchase Agreement and (ii) made the representations set forth in Section 6.3 of the Note Purchase Agreement,
provided, that in lieu thereof such holder may (in reliance upon information provided by the Company, which shall not be
unreasonably withheld) make a representation to the effect that the purchase by any holder of any Note will not constitute a non-exempt
prohibited transaction under section 406(a) of ERISA. Unless otherwise indicated, capitalized terms used in this Note shall
have the respective meanings ascribed to such terms in the Note Purchase Agreement.


 


This Note is a registered
Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed,
or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney
duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee.
Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as
the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice
to the contrary.


 


This Note is subject
to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement,
but not otherwise.


 


If an Event of Default,
as defined in the Note Purchase Agreement, occurs and is continuing, the principal of this Note may be declared or otherwise become
due and payable in the manner, at the price (including the applicable Make-Whole Amount) and with the effect provided in the Note
Purchase Agreement.


 


This Note shall be
construed and enforced in accordance with, and the rights of the issuer and holder hereof shall be governed by, the law of the
State of New York excluding choice-of-law principles of the law of such State that would require the application of the laws of
a jurisdiction other than such State.


 


	 	Dentsply International Inc.
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	By:	 
	 	Name:
	 	Title:


 




    	 	Exhibit 1K-2	 



     


    

 


EXHIBIT 1L


 


[Form
of Series L Note]


 


THIS NOTE HAS BEEN ACQUIRED WITHOUT
A VIEW TO DISTRIBUTION AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR UNDER STATE SECURITIES
LAWS. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THIS NOTE MAY BE MADE UNLESS REGISTERED OR EXEMPT
FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS.


 


Dentsply
International Inc.


 


1.17%
Series L Senior Note due August 15, 2028


 


	No. RL-[_______]	[Date]
	CHF[__________]	PPN [________]


 


For Value Received,
the undersigned, DENTSPLY International Inc. (herein called the “Company”), a corporation organized and existing
under the laws of the State of Delaware, hereby promises to pay to [_____________________] or registered assigns, the principal
sum of [______________] Swiss Francs (CHF[________]) (or so much thereof as shall not have been prepaid) on August 15, 2028 (the
“Maturity Date”) with interest (computed on the basis of a 360 day year of twelve 30-day months) (a) on
the unpaid balance thereof at the rate of 1.17% per annum (subject to increase as provided in the Note Purchase Agreement referred
to below) from the date hereof, payable annually on the 15th day of August in each year and at maturity, commencing with the August
15 next succeeding the date hereof, and on the Maturity Date, until the principal hereof shall have become due and payable, and
(b) to the extent permitted by law, at a rate per annum from time to time equal to the Default Rate (as defined in the Note
Purchase Agreement referred to below), on any overdue payment of interest, any overdue payment of Net Loss and, during the continuance
of an Event of Default, on the unpaid balance hereof and on any overdue payment of any Make-Whole Amount (as defined in the Note
Purchase Agreement referred to below), payable annually as aforesaid (or, at the option of the registered holder hereof, on demand).


 


Payments of principal
of and interest on this Note are to be made in Swiss Francs. At any time this Note is a Swapped Note (as defined in the Note Purchase
Agreement referred to below), payments of any Make-Whole Amount and any Net Loss with respect to this Note are to be made in Dollars.
At any time this Note is a Non-Swapped Note (as defined in the Note Purchase Agreement referred to below), payments of any Make-Whole
Amount with respect to this Note are to be made in Swiss Francs. In each case, payments on this Note are to be made at the principal
office of Bank of America, N.A. in New York, New York or at such other place as the Company shall have designated by written notice
to the holder of this Note as provided in the Note Purchase Agreement referred to below.


 




    	 	Exhibit 1L-1	 



     


    

 


This Note is one of
a series of Senior Notes (herein called the “Notes”) issued pursuant to the Note Purchase Agreement, dated as
of December 11, 2015 (as from time to time amended, restated, supplemented or modified, the “Note Purchase Agreement”),
between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note
will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20
of the Note Purchase Agreement and (ii) made the representations set forth in Section 6.3 of the Note Purchase Agreement,
provided, that in lieu thereof such holder may (in reliance upon information provided by the Company, which shall not be
unreasonably withheld) make a representation to the effect that the purchase by any holder of any Note will not constitute a non-exempt
prohibited transaction under section 406(a) of ERISA. Unless otherwise indicated, capitalized terms used in this Note shall
have the respective meanings ascribed to such terms in the Note Purchase Agreement.


 


This Note is a registered
Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed,
or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney
duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee.
Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as
the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice
to the contrary.


 


This Note is subject
to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement,
but not otherwise.


 


If an Event of Default,
as defined in the Note Purchase Agreement, occurs and is continuing, the principal of this Note may be declared or otherwise become
due and payable in the manner, at the price (including the applicable Make-Whole Amount) and with the effect provided in the Note
Purchase Agreement.


 


This Note shall be
construed and enforced in accordance with, and the rights of the issuer and holder hereof shall be governed by, the law of the
State of New York excluding choice-of-law principles of the law of such State that would require the application of the laws of
a jurisdiction other than such State.


 


	 	Dentsply International Inc.
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	By:	 
	 	Name:
	 	Title:


 




    	 	Exhibit 1L-2	 



     


    

 


EXHIBIT 1M


 


[Form
of Series M Note]


 


THIS NOTE HAS BEEN ACQUIRED WITHOUT
A VIEW TO DISTRIBUTION AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR UNDER STATE SECURITIES
LAWS. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THIS NOTE MAY BE MADE UNLESS REGISTERED OR EXEMPT
FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS.


 


Dentsply
International Inc.


 


1.33%
Series M Senior Note due August 15, 2031


 


	No. RM-[_______]	[Date]
	CHF[__________]	PPN [________]


 


For Value Received,
the undersigned, DENTSPLY International Inc. (herein called the “Company”), a corporation organized and existing
under the laws of the State of Delaware, hereby promises to pay to [_____________________] or registered assigns, the principal
sum of [______________] Swiss Francs (CHF[________]) (or so much thereof as shall not have been prepaid) on August 15, 2031 (the
“Maturity Date”) with interest (computed on the basis of a 360 day year of twelve 30-day months) (a) on
the unpaid balance thereof at the rate of 1.33% per annum (subject to increase as provided in the Note Purchase Agreement referred
to below) from the date hereof, payable annually on the 15th day of August in each year and at maturity, commencing with the August
15 next succeeding the date hereof, and on the Maturity Date, until the principal hereof shall have become due and payable, and
(b) to the extent permitted by law, at a rate per annum from time to time equal to the Default Rate (as defined in the Note
Purchase Agreement referred to below), on any overdue payment of interest, any overdue payment of Net Loss and, during the continuance
of an Event of Default, on the unpaid balance hereof and on any overdue payment of any Make-Whole Amount (as defined in the Note
Purchase Agreement referred to below), payable annually as aforesaid (or, at the option of the registered holder hereof, on demand).


 


Payments of principal
of and interest on this Note are to be made in Swiss Francs. At any time this Note is a Swapped Note (as defined in the Note Purchase
Agreement referred to below), payments of any Make-Whole Amount and any Net Loss with respect to this Note are to be made in Dollars.
At any time this Note is a Non-Swapped Note (as defined in the Note Purchase Agreement referred to below), payments of any Make-Whole
Amount with respect to this Note are to be made in Swiss Francs. In each case, payments on this Note are to be made at the principal
office of Bank of America, N.A. in New York, New York or at such other place as the Company shall have designated by written notice
to the holder of this Note as provided in the Note Purchase Agreement referred to below.


 




    	 	Exhibit 1M-1	 



     


    

 


This Note is one of
a series of Senior Notes (herein called the “Notes”) issued pursuant to the Note Purchase Agreement, dated as
of December 11, 2015 (as from time to time amended, restated, supplemented or modified, the “Note Purchase Agreement”),
between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note
will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20
of the Note Purchase Agreement and (ii) made the representations set forth in Section 6.3 of the Note Purchase Agreement,
provided, that in lieu thereof such holder may (in reliance upon information provided by the Company, which shall not be
unreasonably withheld) make a representation to the effect that the purchase by any holder of any Note will not constitute a non-exempt
prohibited transaction under section 406(a) of ERISA. Unless otherwise indicated, capitalized terms used in this Note shall
have the respective meanings ascribed to such terms in the Note Purchase Agreement.


 


This Note is a registered
Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed,
or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney
duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee.
Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as
the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice
to the contrary.


 


This Note is subject
to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement,
but not otherwise.


 


If an Event of Default,
as defined in the Note Purchase Agreement, occurs and is continuing, the principal of this Note may be declared or otherwise become
due and payable in the manner, at the price (including the applicable Make-Whole Amount) and with the effect provided in the Note
Purchase Agreement.


 


This Note shall be
construed and enforced in accordance with, and the rights of the issuer and holder hereof shall be governed by, the law of the
State of New York excluding choice-of-law principles of the law of such State that would require the application of the laws of
a jurisdiction other than such State.


 


	 	Dentsply International Inc.
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	By:	 
	 	Name:
	 	Title:


 




    	 	Exhibit 1M-2